Coming Into Their Own
by NebulaBelt
Summary: Set in Misfitverse. A series about some of the OTHER students at the Massachusetts Academy and the role they will come to play in the course of events with the Hellions, the XMen, and of course, the Misfits.
1. Chapter 1

PROLOGUE 

"_Dear mother_," a young man dictated as he started writing out his monthly letter home. _"I am doing well. America is as strange as they say and my school is, if anything, more so."_

**That** was certainly an understatement.

He continued, "_Classes are going well, though my history teacher seems to have a very different idea of what happened during the Cold War. American propaganda, mostly. Still, I make do_." He paused as he shook his pen to get the ink flowing again.

"_I wish I could tell you all was well here," _he wrote_. "But you did not raise me to be a liar. It is very difficult to be a mutant and if it were not for the influence we had, it would be harder still. Our privacy however is maintained and we have had little trouble from bigots or other fascists."_

"_My schoolmates are very interesting people. Many come from other countries, as I do, some from places I have not even heard of. We are all mutants here, each with our own powers and abilities. Some of them are preening and annoying, but they scarcely seem to notice that all they're doing is making themselves out to be the biggest fools on campus, and no one has seen fit to enlighten them of this fact."_

"_New students arrive on a fairly regular basis as more and more mutants appear. I wish we could do more for them, but not even we are able to take them all in."_

"My tovarischi really like the recipe for blini you sent, so I send along their compliments. I am making a few friends here. Not many, but a few good ones, which is better than many of the other kind. I find myself missing Moskva, especially when break comes around. I admit to feeling homesick at times, but I know that this is the best place for me, especially in the climate of things back home."

"_The rodina has descended into enough racial and ethnic hatred without adding in mutants." _Hewrote_. "Gangs of Pamyat fascists or other thugs delighting in attacking—even killing—Jews, Chechens, Caucasians, Muslims, foreign students is horrible enough. What they would do to mutants if they caught any would be…unthinkable."_

"_I'm sorry to have to worry you, thinking about such things, but one cannot escape it. I hope things improve for the better soon. I await your next letter. You know where to find me, here at the Massachusetts Academy."_

—_Love, Vladimir Sergeyevich Tubarov_

**A/N: Sorry for the shortness, but it's the first of a series about some new characters at the Massachusetts Academy! What? Did you think I would just add a few new characters to the Misfits or X-Men? Psyche your mind!**

**Misfits belong to Red Witch. X-Men and the Hellions belong to Marvel.**


	2. Chapter 2

MEET THE OMEGAS 

Vladimir was just finishing his letter home when his dormmate poked his head in.

"Hey Vlad, you done?" He asked in Irish accented-English.

"_Da_." Vladimir said as he placed his letter into an envelope. "What's going on Phelan?"

"You're going to be late. We're supposed to be studying for exams, remember?" Phelan asked.

"_Gavno_!" Vlad cursed. "I forgot. Let's go before the others decide to nail me to the wall."

"Spoilsport." Phelan quipped as he let Vlad pass him by.

"Very funny." He muttered to Phelan.

"I know. People are always telling me that."

"Why don't you do anything else that people tell you to do then?" Vladimir asked. "Like _shutting_ _up_?"

"Where'd the fun be in that?" Phelan wondered innocently.

"I wonder if anyone else could be possibly as annoying as you." Vlad grumbled, hiding a grin. He was used to the Irishman's manners by now and was used to making exceptions for him.

"Nah, I like to think I've got the market cornered." Phelan said good-naturedly.

"Is everyone else waiting at the usual place?"

"We're just waiting for you boss."

"Don't call me that. It's inegalitarian."

"Whatever you say boss."

"Shut up."

Vladimir and Phelan stopped at their group's usual meeting place, a large oak tree at the border of the campus. There were seven of them, all told. They were generally referred to as the "Omega Hellions," a rather unofficial name for a rather unofficial group. They were an odd bag of new and old students. The only thing they shared was their status as "Internationals" and the fact that they shared a dorm.

Vladimir Sergeyevich Tubarov was their leader, insomuch as they had one. He was seventeen, a tall, wide-shouldered Russian with typical Slavic features: wide cheek-bones, green eyes, brown hair. His nose was strongly arched enough to suggest Jewish ancestry. He was from Moscow, before he was recruited to the Massachusetts Academy. He called himself a citizen of the Soviet Union. Vladimir was insistent on this. He had no love for the Russian Federation or any of the successor states to the USSR. Disgusted by the deterioration in living conditions, the increase in racial and ethnic strife, and the increasing poverty and decay all around him, he ended up embracing Marxism at a time when most others were abandoning it. Of course, few saw fit to question his ideological or philosophical views given his power to generate energy blasts from his hands. If he were of a mind to, he could probably do a fair imitation of Krakatoa or Chernobyl. Fortunately, Vlad would much rather debate Marx and eat Oreos than blow things up. He's an intellectual type.

Phelan O'Brien was an sixteen-year old Irishman from Cork, who stood somewhat on the short side, his face practically screamed "Irish!" with his red hair, green eyes, and freckled pale skin. He had the ability to make clones of himself that could operate as extensions of his mind or autonomously. His power was unique in that it made no difference if the "original" Phelan was awake or even alive for the clones to function. Theoretically, if Phelan died then his consciousness would simply be transferred into one of his clones, the same way any knowledge they accumulated independently of the original Phelan was absorbed when the clones died or were reabsorbed. So long as a single clone remained, Phelan was—in theory—practically immortal, and could simply go on making more clones, and his clones could make clones. A regular army of one. A comedic and rather energetic fellow, he delighted in driving his friends—and enemies—up the wall.

"About time you two showed up." A black-skinned girl said in annoyance. "We were about to start without you." She was Semira Bashar, a Tigrinyan girl from Eritrea, age sixteen. She could make portals that could be used to travel anywhere she wanted. They were also capable of acting like miniature black holes, sucking up whatever was near the aperture. She was a forceful girl, proud of herself and glad to be where she was. Semira often ended up being the one to play the peacemaker, trying to prevent her friends from killing each other. So far she'd been doing fairly well, as the low body count indicates.

"Sorry." Vladimir shrugged. "I got sidetracked." He looked around at the other members of their group, mentally taking tally of everyone there.

There was Jacques de Montesquieu, a seventeen-year old Frenchman and powerful telekinetic. Vlad once saw him toss the Hellion Beef head first into a pile of garbage. It was great. He was blued-eyed, with brown hair and a capable if not particularly talented student. Too impulsive for his own good, which was probably why he wasn't a Hellion. Contrary to most stereotypes, he wasn't really snobbish, though he genuinely loved his country which is a sentiment shared by few others.

Next to Jacques was Takashi Watanabe, a seventeen year-old Japanese student who could turn himself into some sort of liquid metal and reform his body anyway he wished. He generally preferred to turn his forearms into _katanas_ and have at his enemies, samurai style. He was proud and rigid, the product of a very traditional upbringing that looked upon the code of _bushido_ as the ultimate force in his life. Vlad found him vaguely frightening in his intensity.

Rodriguez Idiaquez was a small, dark, fifteen year-old Mexican capable of flinging lightning around from his fingers. Which was pretty ironic considering that he was actually a fairly shy person, his powerful—and loud—ability not withstanding.

The final member of their little team was a thin, swarthy girl named Amira al-Batani, an intelligent, solid, and determined eighteen-year old Palestinian girl from Gaza, in the Occupied Palestinian Territories. Or was, before she was deported after being outed as a mutant. She was rumored to be gay, but Vlad chalked those rumors up to Monet, after Amira punched her in the face for a stupid remark she made about the way Amira's glasses made her look. She was not what you would consider a traditional Muslim girl.

Amira was a contortionist. She could run faster, jump higher, and had near perfect control of her muscles, bending and twisting her body in ways that the most experienced acrobats and practitioners of Yoga could only _dream_ of. In addition, her senses were heightened beyond the norm and her reflexes were superhuman. Put it together and you basically had someone who—if she did not want to be hit—could not be hit. A master of defense; dodging, twisting and weaving through sprays of bullets in midair and capable of jumps, spins, and leaps that even Kim Possible would be hard pressed to match.

They were the international students of the Massachusetts Academy and tended to cling together in this strange country. Of course there were many other "ethnics"—as they were called—on campus besides them. Slavs, Celts, Germans, East Asians, Turks, Arabs, Persians, Greeks, Scandinavians, Pacific Islanders, Bantus, Berbers, Africans, Indians, Hispanics, Jews…the Massachusetts Academy didn't discriminate. Not on race or ethnicity, anyway.

The "Omegas" were generally poor, most of them living on the streets or in refugee camps when they were recruited, which did nothing to improve their image among the Hellions. They all knew English, which they mostly used to complain about having to speak it to one another since none of them knew each other's home language. Even Phelan preferred Irish Gaelic and spoke English only as a concession.

That's the Omegas: Seven teenagers, mutants all of them but not all that abnormal for it. They had no codenames. They did not go on missions or get involved in fights with other mutants. They were essentially glad to stay at the Massachusetts Academy as one of the few places they could safely have classes and get an education. The fact that the Academy was a front for the Hellfire Club in their bid for world domination really didn't factor into their concerns. They were perfectly content that things stay that way.

Too bad Emma Frost had other plans for them.

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**A/N: Now you've met the Omega Hellions! Characters are mine, any similarity to any real people or characters, living or dead, is entirely coincidental and unintentional.**

**Next up: When the Alphas meet the Omegas!**


	3. Chapter 3

ALPHA AND OMEGA 

None of the seven students had any idea that this was the day that would end up changing their lives forever. It started out normally enough. Like most other students, after they finished studying their attention turned to discussions of philosophy and popular culture.

"For the last time Vlad!" Phelan groaned. "The United Federation of Planets from Star Trek: The Next Generation is **NOT** socialist!"

Well, maybe not like **most** other students…

"Of course it is!" Vladimir retorted. "It's clear as day!"

"It's clear that you're a dope." Amira groaned. "This is all your fault Phelan!"

"**My** fault?" He protested.

"You're the one who got him hooked on Star Trek!" Amira accused. "You're the reason why we all have to suffer through this stupid argument! **AGAIN**!"

"Don't remind me." Phelan moaned. "Haven't I suffered enough?"

"We all have." Rodriguez groaned.

"Look, it's really quite simple." Vlad said patiently. "The Federation is an egalitarian society based on material abundance and an economy geared towards human—or rather, sentient—need rather than profit. There is no unemployment, no poverty, no bigotry, no sexism, and free universal education, employment, health care, etc. The technological, material, and cultural level of the Federation is far beyond anything that could be accomplished under the anarchic, greed and profit-driven system of capitalism. It is the quintessential socialist society!"

"Shoot me now." Amira pleaded. "I can't take another _two_ _hour_ lecture on this!" Vladimir glared at her.

"This from the girl who spent _three_ _hours_ on how the Cardassian occupation of Bajor was directly analogous to the Israeli Occupation of the West Bank and Gaza Strip!" He shot back

"Well it is!" Amira defended. "I mean Gul Dukat could practically be the twin of Ariel Sharon!"

"Yeah cause everyone knows that Ariel Sharon is yellow and has a spoon on his head." Phelan agreed sarcastically. "Though I will concede that he does look kinda reptilian."

"You know what I mean." Amira said coolly.

"And here we go again." Semira sighed. "Maybe this wont be as bad as the 'Clone Wars equals the Russian Civil War' debate."

"It **does** fit rather well." Vladimir said. "The Jedi are analogous to the Bolsheviks, and the Separatists—being a bunch of rich capitalists and industrialists—are a lot like the imperialists who financed the White Armies against the fledgling Soviet Republic…"

"Me and my big mouth!" Semira groaned.

"I will not kill him." Takashi repeated under his breath, again and again as it if were a mantra. "I will not kill him. I will not kill him…"

"You're right, **I** will!" Jacques promised.

"…And the betrayal and extermination of the Jedi is paralleled by the betrayal of the Bolsheviks by Stalin and his purges which led to the degeneration of the Soviet workers state and its subjugation by a parasitic bureaucratic caste, just as the Republic became the Empire." Vladimir carried on.

"And people wonder why we're not held in high regard by the campus elites." Phelan asked rhetorically. "Go figure."

"Speak of the devils." Jacques said as he pointed. "Snob Patrol at two o'clock." Sure enough, there were the—alleged—pride and elite of the Massachusetts Academy heading their way—the Hellions.

Monet, Roulette, Tarot, Jetstream, Beef, and Bevatron. The others were nowhere to be seen. They looked dinged up; their uniforms were torn, their faces were dirty, and they looked angry enough to tear the first person they saw apart.

And the first people they saw were, of course…

"Hey, LOSERS! Beat it! This is our place!" Monet demanded as they stopped under the oak tree where the Omegas were sitting.

"We were here first." Semira said patiently, keeping any annoyance she felt out of her voice. "There is plenty of room on campus for you to pick from."

"We're picking this place." Beef grunted. "Clear out!"

"Who died and made you Tsar?" Vladimir demanded.

"You will if you don't leave!" Roulette snarled.

"We are not going to be kicked out of our favorite spot just to satisfy a bunch of spoiled brats!" Amira snapped back.

"I'd think you were used to getting kicked out of places!" Jetstream snapped back at Amira. She went rigid and looked like she was about to disembowel the arrogant Moroccan.

Vladimir put a calming hand on her shoulder. "Shouldn't you fascists be off somewhere else? Pulling the wings off butterflies or pushing little old _babushkas_ into the streets…or perhaps just sticking to the classics and annexing the Sudetenland?"

"Or Western Sahara." Amira added pointedly, staring at the fuming Jetstream. (**See** **Notes**)

"Final warning!" Monet screeched. "Leave or else!"

"We're not moving." Vladimir said flatly. Roulette raised her hand and fired off an energy disk at them. Before it even reached them, Semira opened up a small, spiraling yellow and purple portal in the disk's path. The disk flew in and the portal closed.

"That was a bad move." Semira said. "Leave us alone."

"Make us!" Roulette said, furious at her attack being stopped. Semira shrugged.

"As you wish." She said as she raised her hand. All of a sudden another portal opened right in front of Roulette. Out of the poral came the energy disk Roulette launched a moment before. Without having slowed in the slightest, the disk struck Roulette in the chest.

"OOOF!" She said as she was knocked down.

"GET THEM!" Monet ordered. "ATTACK!" The Hellions charged.

"I'm gonna pound you flat!" Beef roared as he rushed at on Vladimir.

"You are welcome to try." Vlad said as he raised his hands, glowing red with energy. "_Dos_ _vidanya_." He fired a bolt of energy straight at the gigantic Hellion, blasting him back.

"Is that all you got!" Beef demanded as he picked himself back up off the ground and rushed at Vlad again.

"Not really." Vladimir said. "Observe." He fired his energy blasts again, this time at the ground just in front of Beef. The lumbering dolt tripped in a newly made hole and went skidding on his stomach, coming to a ragged halt at Vladimir's feet. Vlad calmly stepped on Beef's head and literally walked over him.

"NET CARD!" Tarot yelled as she used her card on Phelan. Phelan merely smiled as he was covered in a net.

"You're gonna need a whole lot more nets than that!" He said as he made half a dozen clones of himself, all of them outside the net he was trapped in. "Get her!"

"Argh!" Tarot yelled as she was dog-piled by clones before she could use another card. "Not again!"

Bevatron and Rodriguez were engaged in a lightning duel, neither one of them having much of an edge on the other. Roulette meanwhile was busy trying to get her revenge on Semira.

"Die!" She screamed as she launched disk after disk of black energy at Semira. Semira casually opened another portal to swallow the disks up before closing it again. She then opened up _dozens_ of portals all around Roulette, encircling her. Finally, Semira created one portal next to her. Without even looking away from Roulette, Semira jabbed her fist into the portal. Her fist came out of a portal right in front of Roulette, punching her in the eye.

"WHY YOU—!" Roulette screamed as she punched the portal in front of her, intending to strike Semira back. All she succeeded in doing was to punch herself in the back of her head as her fist came out of a portal behind her.

"Did I forget to mention?" Semira asked. "I control what portal leads to where. And lest you think I forgot…" She opened another portal, sending Roulette's energy disks back at her again.

Jetstream flew out of control as Jacques used his telekinesis to bounce him off walls, the ground, trees, and anything else in sight. Jetstream's power prevented him from being killed on impact, but it still seriously hurt.

Takashi, turning his arms into silver swords, charged at Bevatron and neatly deflected his own electricity back onto him. Bevatron yowled like a scalded cat and collapsed.

Monet, flying high above the battle below, screeched and screamed orders at her teammates.

"ROULETTE, STOP SHOOTING YOUR ONLY MAKING IT WORSE! BEEF! GET YOUR BUTT OF THE GROUND AND DO SOMETHING USEFUL! WATCH OUT FOR YOUR LEFT, NO YOUR OTHER LEFT! ARRRRGH! WHAT IS WRONG WITH YOU IDIOTS? WHAT'S YOUR PROBLEM?" She screeched.

"Maybe **you're** the problem!" Amira sneered as she started to run, picking up speed. She sprang forward, doing a summersault in the air. Landing on her hands, Amira launched herself up at Monet, her feet impacting against Monet's stomach, sending her sailing.

Amira flipped over as she fell and neatly landed on her feet, a display that would have gotten her a ten at the Olympics.

Monet landed hard on the ground. Breathing heavily, she picked herself off the ground

"That's enough." Monet panted as she glared at the Omegas.

"Indeed. That's **quite** enough." Both teams looked up to see Emma Frost standing with her arms crossed as she surveyed the battle.

She did not look happy.

**Notes: **

**The context of Jetstream's jab is that Amira's people, the Palestinians, have been expelled, ethnically cleansed, or forced to flee from what is today Israel (in 1948 and 1967), Jordan (1970), Lebanon (1982), Saudi Arabia (1991), and Kuwait (1991).**

**The context of Amira's crack about Western Sahara is the fact that Jetstream is Moroccan. In 1975, Morocco conquered and annexed its southern neighbor Western Sahara and has illegally held it since, not entirely unlike the situation with Israel and the Palestinian Territories.**

**The bizarre conversation at the start of the chapter is, of course, inspired by the sort of "philosophical arguments" the Brotherhood had about Clue or Christmas specials and the like.**

**Now you know and knowing is….darn it! They got me doing it!**

**Next time: Emma Frost's punishment!**


	4. Chapter 4

THE AFTERMATH 

Vladimir stood nervously as he waited outside Emma Frost's office. She had not been pleased when she saw the brawl. She ordered the two teams back to their dorms while she talked to—or rather, interrogated—the people involved: first the Hellions then the Omegas. Then she telepathically summoned Vlad.

It was creepy when she did that. She reminded Vladimir of the KGB. If anything, Frost was worse for there were **no** secrets that could be kept from her.

"_Enter_." She telepathically summoned him. Vlad shuddered and opened the door. Frost didn't look particularly upset, but that was no indication of what she was feeling.

"Have a seat, Vladimir Sergeyevich." She said genially, addressing him by his first name and patronymic, as was Russian custom. He sat down, no less relaxed for Frost's politeness.

"I would like to say that while I'm not happy that my students started brawling amongst themselves, I **am** impressed by your performance against the Hellions."

"From the looks of it, they had already been bloodied before the fight began." Vladimir said modestly.

"They had the misfortune to tangle with the X-Men. **AND** the Misfits." Frost told him curtly. "But that does not take away from the fact that you and your friends beat them like a drum."

"I guess combat practice rubbed off on us." Vladimir said uneasily. All students at the Academy underwent some basic combat practice, but only the best became the Hellions. Vlad was not a Hellion and had no desire to become one.

Unfortunately, Frost seemed to have ideas of her own. "Tell me," she said. "Would you be interested in a proposition I have for you?"

"What do you mean Miss Frost?" He asked, his Marxist ethos recoiling at the capitalist sounding word "proposition."

"I shall be frank Mr. Tubarov." Frost said. "The Hellions are not succeeding as well as I'd hoped. Especially since they have to face not only Xavier's X-Men, as I anticipated, but the Misfits of GI Joe as well. You have heard of GI Joe, I take it?"

"Yes." Vladimir said tightly, clamping down at the emotional turmoil bubbling just below the surface.

"Then you've heard of Cobra too, I trust?"

Vlad nodded. "I have." He replied, wondering where she was going with this.

"That makes this simpler." Frost purred. "As I said before, I am most impressed in how you and yours handled yourselves against the Hellions. Impressed enough to believe that the time has come to have a **second** team of Hellions."

Vladimir felt his face go pale. He was happy as a student. He had no desire to put on a uniform and get involved in—what he considered—pointless brawls with the X-Men. Especially since the X-Men were a great deal more battle hardened than he.

"No need to worry." Frost said, not embarrassed in the least to reveal that she'd been reading his mind. "It won't be the X-Men you'll be fighting. You see, I and some associates of mine—"

Like most students Vladimir had no knowledge of the Hellfire Club and its activities and Frost felt no reason to inform him, "—Feel that the enemy of our enemy, is our friend. We want to **help** Cobra, at least, aid them enough to keep the Joes and Misfits out of our hair and leave the X-Men isolated. That way they can't get in our way again if we decide that we need to _take_ _care_ of the Purists or FOH or any other enemies of mutant-kind."

There it was. Emma Frost wanted him—and his friends—to help a terrorist organization. Vladimir felt ill.

"Oh I don't want you to actually **join** Cobra." Frost assured him. "Just aid them as an, shall we say, independent company. Like the Dreadnoks."

Great. Instead of a terrorist, he was going to be a mercenary _working_ for terrorists. Vladimir hadn't thought it possible but he actually found himself feeling worse. His Marxist conscious vehemently rejected the notion of terrorism, let alone his own feelings on the subject as he remembered the massacre at Breslan.

If anything, Cobra was even worse for they were not fighting for any cause but global domination and the enrichment of the Cobra High Command clique. To have any part in that felt like he would be sullying himself, as a Marxist and as a human being.

What happened if he said no? Would Frost expel him? Deport him? And what would happen to the others? His mother? Frost had convinced Vladimir to come to the Academy in part because she promised a stipend would be sent to his home if he did. It was much more than he could've made on his own had he stayed.

Could he throw that away out of an ideological or moral objection?

Then, all of a sudden, unbidden, certain thoughts found their way to the front of Vladimir's mind. Memories, feelings, recollections of his home and what had befallen it…and who was responsible.

It all seemed so simple now. It was their fault. **They** were responsible.

**They** caused the destruction of his home, the Soviet Union.

**They** had condemned millions to suffer in the greatest rollback of civilization since the fall of Rome.

**They** let the Caucuses and Balkans collapse into fratricidal bloodbaths.

**They** let racism, anti-Semitism, xenophobia, and fascism sweep across the former Soviet bloc countries like the spreading epidemics of tuberculosis and AIDS.

**They** ruined the lives of millions in his former homeland and set the worker's movement back decades.

**They** caused the retrogression of conscious and the decay of political awareness among the working-class.

**They** tricked the working-class into believing that Marxism had failed and that there was no alternative to capitalism.

**They** allowed the entrenchment of capitalism and the intensification of human misery.

**They** were responsible for the destruction of the one counterweight to the bloodthirsty maniacs in the White House who now ran roughshod over the world, unchecked and unstoppable.

**They** were responsible.

**They** were the ones…who killed his father.

**They** were responsible for everything. America. The US government. The military.

GI Joe.

Vladimir's cheeks were wet with tears as he had his epiphany, but his eyes were steely cold. "What do you want me to do?" He asked in a voice he didn't recognize.

Emma Frost grinned inwardly at how easily the human mind could be…_molded_ by a skilled telepath. "I will talk to your friends." Frost promised. "I will convince them to go with you. You will lead them against the Misfits. Use Cobra to help you. And you will make sure they never trouble the Massachusetts Academy or its activities on behalf of mutants everywhere, ever again."

"It shall be done." Vladimir promised, smiling grimly at the thought of the chance to avenge his father, his homeland **and** re-launch the revolutionary struggle for workers liberation. Not just to read Marx and Lenin and Trotsky in the comfort of his room, but to have the chance to fight for—and implement—their ideas…"Have no fear. When I'm through, the Misfits will never threaten the Hellions again. I swear it."

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**A/N: Should have mentioned this at the start. There will be a lot of characters from various backgrounds with their own personal and cultural philosophies and politics. They are not meant to be "representative" of a certain people. I do not claim that my characters are "typical" of the nationalities and countries they come from.**

**In addition, the political and philosophical ideas, beliefs, views, and agendas of the characters in this story do not necessarily represent those of the author. So please don't come after me with an axe if a character sounds too pro-, anti-, or un- this or that.**


	5. Chapter 5

Amira felt strange as she walked away from her meeting with Emma Frost. She leaped at the chance Frost had offered: a chance to avenge her people against the country that kept Israel stocked with the weapons it used to hold down the Palestinians. Add to that the promise to send badly needed money to the charities, schools, hospitals, and towns in Palestine…but there was something bothering her.

"_What happened to me back there?"_ She asked herself silently. _"I was practically foaming at the mouth at the chance to get at a bunch of American soldiers and mutants I've never even **heard** of. Weird."_ Then, just as suddenly, she felt a strong impulse to stop thinking about it. So she did.

Checking the clock on the side of one of the campus buildings, Amira groaned. "Great, now I'm late!" She hurried off to the gym, nearly colliding with Vladimir who was apparently heading the same way as her.

"Forget someone?" He asked her wryly. Amira flipped him off.

"I notice you're not exactly on time either." She pointed out.

"I kind of got wrapped up in packing." Vlad admitted. "Excited?"

"I guess so." Amira answered. "Does anything feel a little…off about all this?"

"Off?" Vladimir asked with a frown. "What could be 'off' about settling the score with GI Joe and the Misfits?"

" '_Settling the score_?' " Amira wondered silently. "When have we ever run across them?" She asked him.

"I meant for all the times they humiliated the Hellions," Vlad said, apparently unaware of the irony that he was being rewarded for doing the exact same thing. "Besides," he said in a near growl. "Don't you have something you want to pay the Joes and Americans back for?"

"Oh yes." Amira said ferverently in a near whisper. "I do."

"_Sixty years of displacement, expulsion and exile. That's what I have to payback_." Amira thought to herself._ "Sixty years of slaughter and oppression. Of Deir Yassin, Dawamieh, Qibya, Black September, Sabra and Shatila, the list goes on…"_

Hounded across the Middle East after being kicked out of their homes by the Israelis. Oppressed and massacred by Israelis, Jordanians, Syrians, Lebanese and treated as pariahs in the Arab host countries that sported Palestinian refugee populations.

Tens of thousands of her people murdered, hundreds of thousands expelled time and again, millions languishing in refugee camps in diaspora…the largest refugee population in the world.

…Yes, Amira definitely had something to pay the Americans—Israel's (and Jordan's) chief ally—back for. Oh yes. They all did. All the Omegas.

Semira's native Eritrea was ravaged after a thirty-year long war of independence against an American-backed Ethiopia. Takashi's extended family died in the nuclear bombing of Hiroshima. His own traditional upbringing idealized a way of life that died with the American occupation of Japan. Jacques looked on as his native France was routinely scorned, denigrated, and belittled by Americans. A huge fall for had been a very powerful country. Rodriguez saw his Mexico ravaged by American business under "free-trade" laws and Mexicans who tried to find work in America subject to harassment and death at the hands of border patrols and vigilante groups. Phelan had family in Northern Ireland, poor Catholics hit hard by the violence and terrorized by Ulster units wanting to remain part of Britain, another ally of America.

They all had reason to be angry with the American government.

But the thought remained. "_What does **any** of this have to do with these Misfits?_" She asked herself. She took a quick look at Vladimir. It appeared as if he was asking himself the same question.

Then the same impulse she felt before overtook both her and Vladimir, as they were…encouraged, to stop thinking about why—and **how**—the Misfits and GI Joe suddenly became the focus of their rage. It just seemed less troublesome to not think about how they reached their conclusions.

If they had continued their line of thought, it was possible that they would have concluded that they—and their friends—had been chosen specifically _because_ of the historical and personal baggage that accompanied them. But realizing that would've spoiled Emma Frost's plans, so they didn't. Frost had made sure of that.

"Think Naomi will be happy to see us?" Vladimir asked a minute later, unaware that anything was amiss.

"She's always happy to see me." Amira said. "She just tolerates you."

"Slanderer." Vlad said in mock anger. "She adores me."

"It's no different than the adoration she'd feel for a lost puppy." Amira scoffed. "It's sheer pity, nothing more." She looked up ahead. "Here we are."

"I know where we are." Vladimir rolled his eyes. "I've been to the gym before."

"Maybe, but not regularly." Amira snickered. "If you did, you wouldn't be looking so chunky. Too many Double Stuf Oreos, I think."

"My weight is perfectly fine!" Vlad grumbled. "I am **not** chunky!"

"I know. It's just funny seeing you get all worked up and worried about it though."

"Drop dead."

The two made their way through the gym and towards the indoor pool. There was nothing out of the ordinary about the pool itself, save that there was a dolphin swimming in it.

"Hi Naomi." Vlad waved. The dolphin reared back in the water had gave its own imitation of a wave with its flippers. It gurgled and barked in the strange speech of dolphins.

Naomi leaped out of the water and twisted in the air before diving in again. "Show off." Vlad said good-naturedly as he picked up a bright beach ball. "Want to play?" Naomi threw her head back in approximation of a nod. "Here you go girl!" Vladimir laughed as he tossed the ball.

The dolphin bounced the ball on her nose before hitting it back towards Amira.

"About time you gave me a turn!" She said as she tossed the ball back. "Go get it!" Naomi raced after the ball and managed to catch it on her nose again before it hit the surface of the water.

After about ten minutes of this Amira said, "All right that's enough. Time to go home." Naomi gave a sad squeak of acknowledgement and then shifted forms, turning into a perfectly normal looking, if cute, eight-year old girl in a bathing suit with no signs that she had just been a dolphin.

Amira was waiting with a towel when Naomi climbed up. "You have a good time?" Amira asked. Naomi nodded and said something eagerly in Hebrew. "That's nice."

Vladimir regarded the two girls with the same puzzled look he had when he first met them. He had no idea what would cause a young Jewish Israeli girl like Naomi to bond with a Palestinian teenager like Amira. Possibly it was the fact that they were both mutants. From what he understood, the two girls were already close before the recruiters for the Massachusetts Academy came. Amira had insisted on bringing Naomi along to the Academy when she was recruited.

Naomi, unfortunately, spoke only Hebrew—though she understood English, even if she couldn't speak it—so only Amira understood what she was saying. Naomi tugged on Amira's arm and pointed to Vlad, asking her something in Hebrew.

Amira flushed. "We are not." She quietly hissed at her. "Quit it!"

"What'd she say?" Vlad asked, blinking.

"Nothing." Amira answered quickly. Clearing her throat. "We should probably get back soon to help her pack her things."

"Wait, _pack_?" Vladimir looked incredulous. "She's a **kid**. You can't bring her with us!"

"I'm not leaving her behind! No one else can even understand her!" Amira insisted. "Besides Miss Frost set us up with a secret base of our own, away from Cobra and anyone else who could come looking for us, didn't she? She'll be safe there."

"But—" Vladimir protested, wilting under the fiery glare Amira fixed on him and the confused look on Naomi's face. "Fine." He sighed. Amira nodded resolutely.

"Good." She said. "Glad that's cleared up. I'm going to talk things over with Naomi, tell her what's going on. You go do…whatever it is you do. Plot the overthrow of capitalism or something."

With a martyred sigh, Vlad shook his head and headed out. He still had a few things left to pack. Vladimir made it halfway to his dorm before he encountered fellow student Solomon O'Sullivan, an Epsilon.

"Hey Vladimir!" Solomon said as he saw him.

"_Zdrast'ye_ Solomon." Vladimir returned. The two had very different ideas on how to secure the best possible future for mutants. Solomon planned to become a show business agent, become influential and powerful and get into the media to change the perceptions ordinary people held of mutants. Vladimir agitated for workers revolution to sweep away the old order to create an egalitarian society more tolerant of mutants. Solomon believed in change from above, Vladimir in change from below.

Regardless, the two had an amicable enough relationship. "So what's this I hear about you and your friends tearing the Hellions a new one?" Solomon asked, with an amused grin.

"Believe me, it wasn't quite like that." Vlad said. Vladimir had asked Solomon to believe him. He didn't say it wasn't true. Solomon was smart enough to notice the distinction.

"Sure." He drawled. "Why don't we just ask Spyke? There here is now!" Solomon pointed behind him. Vlad whirled. Sure enough, coming towards them was the leader of the Hellions and probably one of the most liked persons on campus—except, ironically, by most of the other Hellions.

"Hi Spyke." Solomon said genially. "Vlad and I were just talking about what happened earlier between his friends and the Hellions." Vladimir paled.

"I didn't want…I mean I didn't…" He started to explain. Spyke just gave a casual wave.

"I'm not going to beat you up for knocking the others down a few pegs." He said. "I had to do the same thing myself after I took over. Those dolts were just upset at being beat by the Misfits and X-Men and thought they could make themselves feel better by beating up some other students. They thought wrong." Vladimir gave a reluctant nod.

"That could very well have been the case." He said.

"So, what's this I hear about you heading up another team of Hellions?" Spyke asked Vlad. Solomon blinked.

"I hadn't heard that." He said to Evan. "Where'd you hear it?"

"From Miss Frost." Spyke said simply.

"I spoke to hear earlier in the day about this." Vladimir admitted. "We're leaving for a new base, I don't know just where. I suppose Miss Frost didn't want there to be any…friction over us Omegas being promoted for beating the bulk of the Hellions."

"Don't sweat it." Spyke said. "I'm sure you'll win them over when **both** our teams complete our objectives. We'll handle the X-Men…and you'll take care of the Misfits and GI Joe."

"_Da_." Vladimir agreed, the same powerful urge he felt in Emma Frost's office coming back in full. "We will take care of them…permanently."

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	6. Chapter 6

"Home sweet home." Phelan announced as the Omegas gathered in their new base. They had to admit, it was a step up from the dorms of the Massachusetts Academy. It was big enough for all seven Omegas—plus Naomi—with room to spare; it was high tech, completely hidden from the outside world, and stocked with enough supplies to last for a year. The Hellfire Club had spared no expense.

"Everyone finished unpacking?" Vladimir asked. A chorus of weary groans answered him. "Good. We've got combat practice in two hours." Another, louder, chorus of groans answered him, liberally peppered with curses in half a dozen languages.

"I thought we'd be finished with all that training stuff after we left the Academy!" Rodriguez groaned.

"Yeah, the last three weeks were nothing but training and practicing." Jacques agreed. "Wasn't that enough _mon_ _ami_?"

"If you think that's tough, you're not going to like what Miss Frost told me." Vladimir sighed. "Cobra wants to attack The Pit the day after tomorrow. We'll be their 'secret weapon,' as Cobra Commander put it." Regardless of the necessity, Vladimir could hardly stand the Cobra leaders he reported to.

"Waitaminute, we haven't even been attached to Cobra for a **week** and Cobra Commander want us in an all out assault the Joe's base?" Amira asked. "What is he, stupid?"

"Yes." Vlad said simply. "He seems to think that one addition to Cobra's side will somehow change Cobra's luck enough to actually **win** a battle and end their embarrassing losing streak." If any of the Omegas were American they would've inserted a joke about the Red Sox or the Cubs at this point.

"So you don't think we can win?" Takashi asked.

"On our first engagement against the Joes and the Misfits?" Vladimir snorted. "No."

"We'll have Cobra on our side." Semira pointed out hopefully.

"Oh come on!" Amira said. "Is that supposed to reassure us? Have you **read** the files Miss Frost gave us on those guys?"

"Yeah, they make the French Army look dangerous." Phelan snickered.

"Oh shut up!" Jacques snapped irritably. "I don't know why everyone picks on the French Army! The Italians are **way** worse than us! They got beat by our forces when they invaded us in 1940!"

"Beaten by the French…how low can you get?" Semira teased. Jacques shot daggers at her.

"Very funny." He grumbled.

"So what're we doing, going along with this if we can't win?" Semira asked Vladimir.

"I assume we're not going on a _banzai_ charge." Takashi stated.

"No offense, but haven't your people ever noticed the fact that banzai charges don't f&#ing work?" Amira asked him. "Everyone who attempts one gets killed!"

"Well if all our troops get killed then there wouldn't be anyone left to tell us they don't work, now would there?" Takashi said with a straight face.

"Moving along…" Vladimir sighed, rolling his eyes. "We're going because Cobra Commander stamped and pouted and got Miss Frost to order us to go. At any rate it'll be a chance to see the Misfits in action. The reports they gave us on them can only tell us so much."

"Yeah, that they're all nuts." Amira muttered. Phelan broke into a fake coughing fit that seemed to include the words 'takes one to know one!'

"Why the day after tomorrow?" Semira asked Vlad as Amira started throttling Phelan.

"Don't you know what today is? What date it is?" Semira frowned.

"It's the second of July." Jacques said, blinking.

"Then the day after tomorrow would be…" Rodriguez began. Vladimir smiled.

"Exactly. Can you think of a more fitting date to attack? Americans like celebrating their independence with a bang. All we're doing is providing a few…extra ones."

"Besides," Vlad grinned. "It'll give us the chance to…introduce ourselves. After all, isn't that what bourgeois politeness dictates?"

00000000000000

"Man I wish they'd knock if off with the explosions." Toad grumbled as he heard another boom. "At this rate they'll run out before the big show tonight! I wanna blow stuff up too!" The Misfits were lounging about Misfit Manor listening to the explosions that wracked the base.

"Don't worry I'm sure we'll have enough for our Fourth of July Party." Althea assured him as explosions sounded across The Pit. "It's not like we're going to run out or anything." She cocked her head as she heard another series of booms. "Although…"

"ATTENTION!" General Hawk's strained voice came over The Pit's PA system. "WE ARE UNDER ATTACK! THIS IS NOT, REPEAT—NOT—THE GOOD KIND OF EXPLOISIONS! WE ARE UNDER ATTAC—KEEERSSHW!" The radio cut out.

"Misfits!" Althea called out. "We've got a battle on our doorsteps, so let's roll out the welcome wagon! YO JOE!"

"YO JOE!" The rest of the Misfits cried out as they ran towards the sound of battle.

"COBRAAA!" Came the returning cry as Cobra tanks and vehicles leading a massive invasion force slammed into the Joes defenses. The Dreadnoks were right in the thick of it too.

"We gotta help 'em!" Toad said as the Joes and Cobras traded fire. A sudden explosion at the Joes aircraft and vehicle hangar caused them all to come to a ragged halt.

"They can handle themselves, we have to check that out!" Althea pointed as they headed towards the hangar.

"Oh my god!" Angelica said in horror as they saw blazing tanks and wrecked aircraft lying at the mouth of the hangar, all of it belonging to GI Joe. Smoke and fire was everywhere, and strewn on the ground were wounded soldiers.

Some of them were very familiar. "Bazooka!" Althea cried out as she saw him groaning on the ground. "What happened?"

"Cobras…" He ground out, obviously in a lot of pain. "In the hangar…attacked us…"

"What? Where are they? How'd they do this?" Althea asked urgently. Bazooka passed out. "Lina! Take care of Bazooka and the others! The rest of you with me! When we find whoever did this…" Althea growled, looking at the damage done to her home. "We make them **pay**."

"A bold claim, _mademoiselle_. But can you back it up?" A voice called. The Misfits looked up to see a cocky looking unarmed teenager in the blue uniform of a Cobra viper, minus the headgear, waiting for them.

"He's working for Cobra, yo!" Toad said, pointing.

"Get him!" Fred yelled as he charged at the lone solider, who merely stood his ground and waited.

Just as Fred was about to bowl the smaller teen over, he casually raised his arm and flicked his wrist. Fred flew sideways, propelled by some unseen force and crashed headfirst into a wall.

"FREDDY!" Toad yelled.

"Watch it he's a telekinetic!" Xi warned.

"Very astute _mon_ _ami_. Too bad for your fat friend that you didn't figure it out sooner." Jacques said.

"Who are you and why are you working for Cobra?" Althea demanded, holding onto her temper with both hands. "Why'd you attack us?"

"I am called Forceflow. And I'm going to beat the _merde_ out of you!" The rechristened Jacques shouted as he telekinetically shoved them back to the entrance of the hangar.

"He's strong." Lance breathed as he got back on his feet.

"You can't beat us all!" Xi snarled.

"That's **my** job." A feminine voice said as a second figure in Cobra uniform walked out of the smoke to stand next to Forceflow. "Before you ask, I might as well tell you that my name is Evasia." Amira grinned at the sound of her new name. "The lizard is mine." She told Jacques a.k.a. Forceflow.

"As you wish." He said gamely as she ran on ahead.

"She's fast." Althea said, blinking as Evasia crossed from the far end of the hangar to about midway in almost no time flat.

"But not as fast as me!" Pietro said as he dashed ahead, a silverish blur that streaked across the hangar floor. "Wanna play a game of chicken?" He called out to the still running, but much slower Evasia.

"Pietro watch out!" Angelica warned as a swirling, man-sized purple and yellow portal opened up right in front of the speedster. He ran into it before he even realized it was there and it closed up before his teammates could do a thing.

"What'd you to do him?" Wanda growled at Evasia who now stood still in the center of the hangar.

"Me? Not a thing." She said neutrally. "Vortex, however, is another story."

"That would be me." Semira said as she appeared from behind one of the tanks. "If you want him back so badly…here." She raised her palm and the same purple and yellow portal appeared, this time facing the wall. Pietro, having neither stopped nor even slowed—indeed he hadn't even realized that anything had happened to him—ran headlong into the wall before he realized it was there.

"Oww…that **had** to hurt." Evasia winced as the albino mutant toppled backwards, his body leaving an imprint in the hangar's wall.

"Split up and attack!" Althea said as the Misfits charged again.

Xi headed straight for Evasia, who was holding a lead pipe in her hands. He stepped forward and brought out his wooden sword. He thrust at Evasia, only to have her nimbly step aside. He slashed at her head and she bent almost double to avoid it. Xi tried to kick Evasia's legs from under her, but she simply tucked her legs up and flipped over landing on her hands. With her bare foot she grabbed the metal pipe and held it in an attack position. Xi blinked.

Evasia snorted. "Is that all?" She was no ninja, but her superhuman reflexes and dexterity were nothing to be despised. She wielded the pipe with her foot at least as well as she did when she was holding it in her hand. Xi winced as she landed a blow on his arm.

"Careful, they're not as dumb as they look!" Althea warned as she and Lance cornered Forceflow. "Who are you? Magneto's goons?"

"As if." Forceflow sneered as he raised his hand and a pair of tanks were raised into the air and then were tossed at the Misfits.

"Scatter!" Althea ordered as the tanks just narrowly missed crushing them. "Lance, there's a water line underneath the ground!"

"Got it!" Lance said as he caused a tremor, cracking the floor and exposing the pipelines beneath it.

Althea concentrated and soon the pipe burst, releasing water all over the hangar floor. The Omegas leaped aboard wooden crates, apparently wary of stepping in the water.

For the hydrokinetic Althea however, she had no trouble getting a bit wet. "What's the matter? You afraid of the water?" She taunted as she raised herself into the air on a small wave of water.

"Of the water? No." Evasia replied. "Megawatt, now!" Rodriguez leaped onto one of the crates and lightning crackled from his fingertips, struck the waterspout Althea was standing on. And since water conducts electricity…

"**AL**!" Toad yelled as Althea was electrocuted. The waterspout dissipated and Althea fell to the ground. "YOURE TOAST!" Toad yelled at the Omegas. Toad darted his tongue out at Megawatt, who simply waited. Just as Toad's tongue was about to impact with Rodriguez's face, a silver cord shot out from the side and wrapped itself around Toad's tongue.

"Wha da fuff?" Toad asked as his tongue was immobilized.

"That would be my doing." Takashi said as he stepped out. "Call me Metatak." It was clear to the Misfits that it wasn't a cord or whip, but it Metatak's own arm, now a metallic liquid-looking tentacle appendage.

"Let go of him!" Fred barked as he picked himself up. "**NOW**!" Metatak shrugged.

"As you wish." He shrugged. Snapping his arm back, he yanked Toad forward by his tongue.

"Uh-oh." Toad gulped as he ended up sailing through the air to impact against the far end of the hangar. Hard. "Ooohhh." Toad groaned as he sank to the ground.

"I've had enough!" Fred roared as he rushed the Omegas again.

"Agreed." Forceflow said as he raised his hand. Fred took off like a rocket hitting the ceiling hard enough to make even someone with invulnerable skin hurt. "Blob go up." Forceflow grinned. "Blob go down." He lowered his hand and Fred was pushed back down to the ground with enough force to crack the floor.

"My turn!" Angelica said as she launched fire at the Hellions. Vortex raised her hand and opened a portal, swallowing the flame and opened another portal to return it to her owner. "Yikes!" Angelica said as she was nearly toasted by her own attack.

"Are you **trying** to barbecue us?" Lance asked her. "Let's rock!" He shouted as he floor started to shake under the feet of the Omegas, causing the wooden crates to topple over. They scattered.

"What's going on?" Shipwreck shouted as he and the other Misfit handlers ran into the increasingly wrecked hangar. "ALTHEA!" He exclaimed when he saw his daughter lying unconscious on the ground. Then he saw the Omegas, still in their Cobra uniforms, on the face of it, just ordinary ground troops. "YOU SNAKES ARE GOING TO PAY!" The enraged sailor bellowed as he opened fire on the Omegas.

"WAIT!" Wanda tried to warn him, but too late. Forceflow just waved his hand and the bullets bent around the Omegas before heading back towards the handlers.

"Duck!" Cover Girl yelled as she and the others hit the ground.

"They're mutants?" Low Light asked. "Fine. Two can play at this!" He said as he shifted into a brick creature and stomped over to the regrouping Omegas.

"Only problem is, we're **not** playing!" Low Light looked up to see another Cobra solider standing atop a tank, his hands glowing ominously red. It was Vladimir. Clenching his hands into fists, he fired off bolt after bolt of energy at Low Light.

Flakes of brick and mortar spun off Low Light as he was blasted again and again. He shifted to a solid steel form, but he was still being pummeled with energy. Finally, he toppled over, unconscious.

"LOW LIGHT!" Cover Girl shouted as she fired off a shot at Vladimir, who leaped off the tank and took cover.

"Forceflow, take care of the Joes!" He ordered.

"Anything you say, Red Nova." Jacques replied, calling Vladimir by his _nom_ _de_ _guerre_. Forceflow telekinetically lifted Cover Girl and the other Joes in the air and hurled them hard against the wall.

"AAAHH!" Shipwreck yowled as his arm gave a painful crack as it impacted against the wall. "MY ARM!"

"SHIPWRECK!" Wanda shouted. "THAT'S IT!" She growled furiously as she powered up her hex bolts.

"Uh-oh." Vladimir a.k.a. Red Nova swallowed as the Scarlet Witch reached her breaking point.

"Uh-oh." Evasia sweated.

"Ooops." Forceflow stated. With an enraged scream, Wanda fired. The Omegas ran and ducked behind whatever cover they could find.

"Now what?" Evasia shouted at Red Nova.

"We wait for Sidesplitter." He said. As if summoned, Phelan appeared next to them.

"Got it!" He told Red Nova gleefully, patting a folder he tucked under his arm. "The battle isn't going so well for Cobra. They're getting creamed."

"What a shock." Evasia muttered. "Should we go help?"

"Won't make a difference at this point." Red Nova said flatly. "Cobra wanted us to pin down the Misfits long enough for them to take a crack at GI Joe. If they couldn't handle things on their end, then that's just too damn bad. Besides," he yelled over the noise of the Scarlet Witch's attack. "Best to quit while we're ahead." Raising his voice he called to him comrades.

"WE HAVE WHAT WE CAME FOR, LET'S GO! VORTEX, GET US OUT OF HERE!"

"GOT IT!" Vortex yelled as she opened a portal. Megawatt, Metatak, and Vortex ran inside, followed by Sidesplitter, Forceflow and Evasia. Red Nova was the last to leave.

"THIS IS **NOT** OVER!" He yelled as he started to climb into the portal. He froze for a moment and then turned back. "Oh, I almost forgot. Happy Independence Day." Red Nova grinned as he raised his hands and blasted the ceiling of the hangar, causing rubble to come crashing down. Vladimir stepped into the portal and it closed after him.

**A/N: Credit goes to RogueFanKC for coming up with the codenames Metatak (Takashi), Sideplitter (Phelan), and Evasia (Amira). Thank you so much!**


	7. Chapter 7

"We beat them!" Jacques said exuberantly as they reappeared in their headquarters.

"Don't be stupid." Vlad snapped irritably. "We got lucky. They didn't know who we were, how many of us there are, or what our powers were. And lest you forget…" he growled. "That the Scarlet Witch single handedly drove us off!" He glared at the Frenchman. "Did you not get the memo? It was fairly short, 'Do **not** piss off the Scarlet Witch!' Not **that** hard to remember was it?" Vladimir snarled. Jacques wilted.

"Relax." Amira told him. "You getting worked up. We did very well for our first skirmish with the Misfits."

"We gave away too much." Vlad muttered. "They'll be on their guard next time. We won't have that kind of luck again."

"Geez you're getting upset that we did so well? Would you rather that we lost?" Semira asked.

"**Yes**!" Vladimir snapped. "I'd rather have them underestimating us than anything else!" He sighed. "Look, we took them down before it became a real fight. They were taken by surprise because they didn't realize right away that we were mutants."

"That reminds me…why are we wearing these stupid things?" Takashi asked looking at the Cobra uniform he was in. "Shouldn't we have uniforms of our own?"

"I'm working on it, I'm working on it!" Vlad snapped. "I didn't think our wardrobe was our top priority!"

"At any rate we were **supposed** to simply destroy the hangar and keep the Misfits engaged long enough for Phelan to retrieve the files I asked him to get." Vladimir sighed. "The fight was not supposed to get that heated. We ended up revealing too much of what we were capable of."

"You were going pretty all out there yourself." Semira noted. Vlad shrugged.

"Adrenaline I guess." He thought, wrongly. There was a certain…battle fury that he felt as he started firing away at that Joe mutant. He never felt so invigorated, so powerful, so…**alive**. He was barely even aware what he was doing. It was almost as if…a sudden headache convinced him not to dwell on it any further.

"Like I said before, we all showed too much of what we were capable of." He repeated.

"In other words, we're all out of tricks." Phelan summarized.

"Right. We won because we had tricks they didn't know about. That they **couldn't** know about since they didn't know what we were capable of. Now they do."

"So what now fearless leader?" Amira asked.

"We train." The others groaned. Vlad ignored them. "We come up with new tricks for the next time we meet with the Misfits."

"So we aren't going to be fighting the Misfits again sometime soon?" Rodriguez asked. Vladimir shook his head.

"No. In fact the point of today's exercise was to buy us time until we **could** meet them again later on equal footing."

"Okay, you lost me." Semira admitted.

"Do you really think that a few weeks training would be enough against army trained mutants? Their evil, but not weak." Vladimir reasoned. "They're better fighters and brawlers. We just happened to have an edge in tricks today."

"What about today?" Takashi challenged. "We handled them well enough."

"Like I said. We got **lucky**. They were fighting as individuals and we managed to pick them off one at a time. At least until somebody had to go anger the most powerful mutant on the team!" Vlad shot another glare at Jacques.

"So, you're saying that we overplayed our hand." Amira concluded. "Fair enough. But why did you have us fight them then? What was so important that we had to keep them busy? Even if it meant using up our bag of tricks?"

"This!" Phelan said as he dropped the files he took from the Joes onto the table.

"And those are…?" Semira wondered.

"The blueprints for The Pit." Vladimir grinned. "As well as a few…other things valuable to us. That's why I didn't have Phelan come with us. He was sneaking into Hawk's office when everyone else ran off to meet us or Cobra."

"And the cameras didn't see him?" Takashi asked. Phelan smiled.

"Wouldn't you know? One of the things that Cobra fired was an EMP. Electromagnetic Pulse bomb. Knocked out all the electrical monitoring devices."

"_Que_ _lastima_." Rodriguez smiled. "What a pity."

"And they won't miss the files?" Jacques asked.

"Why would they? They never left the office." Phelan grinned. "Watch." Picking up a cup that had been left lying on the table, Phelan created a clone of himself. Both of them were holding a cup in their hands.

"You made a clone of yourself and made a copy of the files." Semira mused. "So the Joes don't even know we took anything…" Vlad smiled.

"Exactly." He turned to Semira. "You can open your portals anywhere, right?"

"I can open them anywhere I've been before. Sometimes I can get to a place by looking at a picture of it, but it's better if I actually visit it before hand. Why?"

"I'll tell you later." Vladimir said smugly.

"So what next? Besides training?" Takashi asked.

"More training." Vladimir said promptly.

"Hard ass." Amira muttered at Vlad's back.

"Were you looking?" Phelan snickered, then gagged as Amira started choking him.

"Oh brother." Vladimir groaned. "Fine, everybody take five. We'll start training more tomorrow. In the meantime, I'm going to go over the blueprints for The Pit and…Amira, let Phelan go! He's turning blue!"

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"What happened?" General Hawk asked sometime later. The Misfits managed to flee the hangar before it completely collapsed. There weren't any fatalities among either the Misfits or the Joes, but the damage to the base and their equipment had been extensive. Many Joes were in the infirmary and the Misfits—after being mostly healed by Low Light—were resting up in their own wing of the infirmary.

"New mutants that were working for Cobra." Lance said, relatively unscathed but still exhausted. "We had no idea who they are or what they could do, so we ended up getting blindsided. It won't happen again." He added with a growl.

"I'm more worried about who they were." Hawk sighed. "They didn't say anything that could've given us a hint?"

"They denied that they worked for Magneto, if that means anything." Wanda said.

"Hmmm, they could be lying. But usually these guys tend to boast of who they are and who they're working for." Hawk reasoned. "But why weren't the Triplets and Spyder with you? Or Arcade? They could've made a big difference in the fight."

"Ummmm, well they wanted to go out and get some more fireworks for tonight so…" Wanda started.

"Never mind. Just please tell me that they had nothing to do with that fire over at the Xavier Institute!"

"They had nothing to with the fire at the Xavier Institute." Wanda said. Hawk blinked.

"Really?"

"No. You just asked me not to tell you."

"Thanks." Hawk groaned. "Really appreciate it."

"How's Shipwreck?" Wanda asked after a moment's pause.

"Lifeline will have him all patched up in no time." Hawk assured her. "You did good today. Drove those mutants off…whoever they were." Althea groaned from her bed.

"You all right?" Wanda asked, concerned,

"I feel like an idiot for getting taken out like that." Althea winced. "I just went in expecting either some Cobra soldier or some cocky idiot working for Magneto or the Hellfire Club." She sighed, "I got careless."

"Happens to the best of us." Hawk said. "Trust me. From what I've heard, there was no way to know that they had a mutant with electrical powers."

"So there are seven of them." Wanda mused. "The six we fought plus the one that showed up late. Wonder what he does."

"We'll probably find out soon enough." Hawk said. "I'm already requisitioning supplies and new equipment…lousy paperwork…so we should be up and running at full strength soon."

"Next time we'll get those evil creeps." Althea swore. "We won't lose again."

"Anything can go wrong once." Hawk said. "Heck, even Cobra gets lucky once in a while!"

"Unlike Pietro." Fred snickered from where he was sitting. Despite being tossed about, his invulnerable skin kept him relatively unharmed.

"Shut up!" Pietro muttered from his bed, the worst of his injuries already healed. "At least I've actually been on a date! Unlike Wanda…"

"**DIE**!" Wanda yelled as she started smothering Pietro with a pillow.

"Oh brother, I think we really need to work on our teamwork." Althea groaned.

"Do you think we'll see those bozos again soon?" Todd asked from his bed.

"Definitely. Nobody likes unfinished business." Althea said. "Especially me. The next time we see those clowns we're gonna kick their sorry butts!" She looked towards Wanda and Pietro. "If we still have a team by that point! Wanda, stop smothering Pietro, he's turning blue!"


	8. Chapter 8

Roughly a week following the battle with the Misfits found Vladimir still looking over the stolen blueprints for The Pit alone in his room. His plan was almost finished, Vlad grinned as he sat back in his chair. He just had to work out a few details and then—

**BOOOM**!

The sudden noise caused Vladimir to fall backwards as the chair tipped over. Cursing venomously in Russian, he leapt up to see what the hell had just happened. Vlad walked out of his room and made his way to the kitchen.

"What the **hell** was that noise all about and—" he blinked as he saw the inside of the kitchen, "Amira! Phelan! Why are you two throwing **pudding** at each other?"

"Because we were all out of Jello?" Phelan offered. Amira glared at him.

"The little creep dropped an ice-cube down my back!"

"You insulted my cooking!" Phelan shot back.

"Well your food shouldn't stare back at you when you look at it!"

"At least it's better than the garbage you feed Naomi! How that kid is still alive, I have no idea!"

"Are you insulting the way I bring her up?"

"I just think maybe your food is the reason she likes spending so much time as a dolphin! Better fresh fish than rotten garbage!"

"Take that back!"

"Make me!"

"Fine!" Amira bellowed as she started throwing pudding again. Phelan started firing back. Somehow Vladimir ended up with his face covered by chocolate pudding.

"Worst superhero team **ever**!" Vlad muttered as he walked off to let the two of them kill each other with gelatinous confections.

Vladimir wiped his face clean and stormed off to find the rest of his comrades. Semira was lying on the couch and watching TV in the living room. "Hi Vlad."

"Are you aware of what Phelan and Amira are doing in the kitchen?" Vladimir asked her. She shrugged.

"Last time I checked they were throwing Jello at each other. Why, they run out?"

"Never mind…" Vlad groaned. "Why didn't you try to stop them?"

"I think the pudding dripping from your ears is a pretty good indication of why I **didn't** try to." Semira pointed out. "Besides I'm doing research,"

"Research?"

"Yes. Before this assignment started I was part of the Massachusetts Academy's Acquisition Division. We examined people to see if they were mutants and then went out to recruit them. I handled the research aspect."

"Okay, and…?"

"I'm watching old tapes of past New Years Eves to see if Dick Clark is a mutant. I mean look at the guy! His face is the same as it was a decade ago! That can't be normal. Don't you think Vlad? Vlad?" Semira looked up to see Vladimir storming off.

"Now, what caused that explosion?" Vladimir wondered out loud.

**BOOOM**!

Vlad almost leaped out of his skin. Following the noise he found Rodriguez and Jacques in one of the Omega's training rooms. Jacques was tossing empty metal containers into the air and Rodriguez was shocking them as they fell down. Whenever they hit the wall or the floor, the whole room shook.

**BOOOM**!

"And what are you two doing?" Vladimir asked.

"We're trying to coordinate our powers enough to the point where we become Jedi." Jacques said as he lifted another container.

"Okaaay." Vladimir said, blinking.

"Look, Rodriguez has lightning powers and I can lift things telekinetically. Put us together and you have a full fledged Jedi!"

"You two put together only have half a brain cell!" Vladimir snapped. "And where, dare I ask, is Takashi?"

"He's in the training room next door." Rodriguez pointed. Vladimir walked out and headed for the other training room.

Walking in, Vladimir saw Takashi bowing to a couple of the robotic drones the Omega's training room was equipped with. Vlad was about to ask what he was doing when Takashi suddenly transformed his arms into katanas and started slicing through the robots like a hot knife through butter.

"Note to self: Never annoy Takashi." Vlad gulped as he darted out. "This is nuts, there's only one place I can go have an intelligent conversation in this place!"

000000000

"And that's the story." Vladimir told Naomi as she swam about in the pool the Omegas had built in their base. "Pretty pathetic, aren't we?"

Naomi gave a reassuring gurgle as she splashed about in dolphin form. She blew some water out of her blowhole and ended up drenching Vladimir.

"Thanks." He said dryly. "Knew I could count on you kid." Vladimir sat down on the side of the pool and dangled his legs in the water. "Sometimes I think that I've bitten off more than I could chew. Why I said yes to this job I…" Vladimir felt his face spasm a bit as he felt a colossal headache come on.

Naomi, looking as worried as a dolphin could, tried to snap Vladimir out of it by gently biting his pants leg and shaking him a little. What she ended up doing was to drag him into the pool.

"Naomi!" Vlad gasped when he surfaced again. Naomi looked contrite. Vladimir sighed. "It's okay. I know you meant well. It's just," he sighed as he climbed out of the pool. "Hasn't enough happened to me today?"

Naomi started squeaking and barking dolphin laughter. Vladimir looked over and saw a pair of jeans floating in the water. Looking down Vlad saw that he was definitely missing something, as he stood there in his boxers. He turned beat red.

"Could you please, give me a hand? Or at least a flipper?" Vladimir moaned, blushing. Naomi resolutely shook her head and, biting down on his jeans, proceeded to swim around the pool with them.

"**HEY**!" Vladimir protested as Naomi swam away. "Give me back my pants!"

00000000000

About ten minutes later, after Vladimir managed to get his pants—complete with dolphin tooth marks and holes—back from Naomi, he pushed a button on the wall.

"EVERYBODY GET IN THE LIVING ROOM, NOW!" Vladimir's angry voice came over the intercom. Everyone assembled within moments. Vlad, still soaked and dripping on the floor, looked completely annoyed. He proceeded to chew the Omegas out. "Today has been an absolute waste! Pudding wars? Jedi antics? Dick Clark? **Pathetic**!"

"Well what do you want from us?" Amira asked. "All we've been doing for the last week is train and train and train! We're sick of it! We want to actually **do** something!" The others nodded.

"Fine." Vladimir said. "Suit up. In five minutes we're going out to put the first phase of our plan into operation."

"What's it called?" Jacques asked.

"What?"

"Well, all operations, plans, and phases have a name. Cool ones too."

"Look I'm not that good at naming things like this!" Vlad groaned. "We'll think of one later!"

"Fine." Jacques sulked. "Can I name it?"

"Why you and not me?" Phelan demanded.

"Couldn't we play a game before we go?" Rodriguez suggested. "You know, to cool off for a bit? Like Clue?"

"You want to play Clue? Fine! Here's the solution! **I** murdered you all here, in the Living Room, with my powers!" Vlad yelled, powering up. His fellow Omegas fell silent. "Now, if you're all done being stupid…"

"We had more, but you go ahead." Phelan quipped. Vlad glared daggers at him.

"Everyone get dressed." Vladimir ordered. "I'm going to go change…and dry off. I bet that the Misfits and X-Men don't have days like this…" He muttered as he turned around and walked back to his room.

"I wonder why the back of his jeans has all those holes in it." Amira wondered.

"Still looking at his butt, huh?" Phelan grinned.

Amira just shoved some leftover pudding in his face.


	9. Chapter 9

"Team Two is in position." Jacque's voice said over the communicator. Vladimir nodded in approval. "Good work Forceflow. Team One is in position as well. Remember the plan. Take out the target then contact Vortex for transportation. If you encounter any of the Misfits do not engage. Repeat: do **not** engage. Withdraw."

"Understood." Jacques acknowledged. "Team Two out."

"Out." Vladimir repeated as he turned off the communicator. He looked at the target ahead of him. Amira and Phelan were with him. "Let's do this." Vlad said simply, his fist glowing red with waiting to be released energy.

000000000

"We've got a situation." Duke said as he walked into Misfit Manor. "We just got word that one of the supply convoys bringing new tanks and aircraft to the Pit is under attack! Use the Mass Device and get over there now!" He ordered.

"You got it!" Althea leaped up. "Misfits, lets go!" The Misfits transported to the coordinates Duke gave them. Right away they saw the problem.

"It's those jerks from Cobra!" Toad said as he pointed at Forceflow, Metatak, and Megawatt standing amid several wrecked and burning trucks and jeeps. The soldiers that were in them were either unconscious or were seeking cover behind the wreckage. They weren't Joes and were no match for mutants, especially since the best weaponry had been stored inside the trucks themselves, inaccessible during the fight itself.

"General Hawk is not going to like this." Angelica sighed. "More paperwork for him."

"I'll go help the soldiers!" Lina said as she spied a soldier lying unconscious near them.

"Seems they've upgraded their wardrobe." Pietro noted as he looked at the mutants. Indeed the three of them weren't wearing the typical Cobra uniforms they were wearing during their last encounter, but red uniforms with a white triangle.

"Those are the Hellions' uniforms!" Fred shouted in recognition. "That's who they are!"

"Hellions huh?" Althea said. "Let's go say hi. YO JOE!"

"**YO** **JOE**!" The other Misfits cried as they ran towards the Omega Hellions.

"Remember, don't let them split us up! Work together and take them down!" Althea advised as they ran. "The others are probably just hiding in wait to ambush us like last time!" The Omegas turned to the Misfits.

"_Banzai_!" Metatak yelled as he shifted his arms into blades and ran at the Misfits. Forceflow used his telekinesis to lift himself off the ground and fly towards them as well.

"Wait!" Megawatt cried. "We were supposed to—oh forget it." He sighed as he ran off after his teammates.

"Avalanche! Shake things up!" Althea instructed.

"Right!" Lance agreed as he sent a tremor towards the charging Metatak, forcing him back.

"What about him?" Toad asked of Forceflow who was still flying towards them.

"Wait for it." She told him, focusing her powers. "There's an underground stream. I feel it." Forceflow flew closer and closer and then…

"Gotcha!" Althea said as she sent a torrential geyser of water exploding from underneath Forceflow as he flew above it. In addition to being drenched and knocked off course, Althea focused and molded the water into a wave that she used to smack Forceflow down to the ground, knocking him out.

"I've got sparky!" Toad said as he spat a wad of slime at Megawatt. Megawatt only narrowly avoided it. Shooting out his tongue, Toad managed to wrap it around Megawatt's leg and pulled him to the ground.

Megawatt growled as he shook himself loose and managed to pin Toad's tongue underneath his foot. "Do you know what happens to a toad when it's struck by lightning?" Megawatt asked, power crackling from his fingertips. "The same thing that happens to everything else."

He launched his lightning straight at Toad, intent on barbecuing him. He would have too if Pietro had not run in front of the oncoming lightning with a mirror taken from one of the wrecked jeeps in his hands. The lightning ricocheted off the mirror and back towards Megawatt.

The Hellion yelled as he was struck by his own attack and toppled over backwards.

"Thanks Pietro." Toad said heavily as he wound his tongue back in his mouth. "That was close."

"I just didn't want to smell burning toad. The regular smell is bad enough!"

With two of the Hellions down, at least for the moment, Xi turned his attention to Metatak, who had managed to get in close to the Misfts. "I'll handle him!" Xi said as he took out his own blade. " Face me, warrior to warrior! " He called to Metatak in Japanese.

Metatak spat derisively, answering in the same tongue. " You are no warrior. You are a ninja: a cowardly assassin and spy! I am a samurai, the embodiment of _bushido_, of honor! You are the lowest of the low, descendent of the _eta_! " He said, naming the Japanese word for the lowest caste of feudal Japanese society, whose very name meant filth.

Incensed, Xi snarled and ran at Metatak, sword swinging. Sparks flew as their blades met. Swing and counter-swing, thrust and parry, the two fighters went at each other.

They broke apart for a moment, each of them panting heavily. Xi stared right into the face of Metatak who glared back. Metatak suddenly stiffened, then collapsed. Xi blinked and saw that Althea had taken him down from behind with a blow to the head.

"Sorry Xi, but we can't let our fights get personal like this. That's how they managed to get the better of us last time." Xi frowned, but nodded.

"You are correct." Xi said as he sheathed his weapon.

"These guys aren't so tough." Toad said as they dragged Megawatt and Forceflow over to where Metatak lay unconscious.

"Where are the other four? If they were going to spring a trap then I think they waited too long." Wanda said as she used her hex powers to temporarily de-power them. "And we're here in full force."

"I don't know." Althea admitted. "We should probably contact The Pit and see if they've got a bead on the other Hellions."

Lina flew up to them. "The soldiers will be okay, but we need to call the Pit to bring them back." Althea nodded.

"What are we going to do with these guys?" Fred asked, pointing to their captives. "Recruit them? Send them to jail?"

"Let's just settle with getting them back to base." Althea said. "We can worry about the rest…later?" She gaped as an all too familiar yellow and purple portal appeared on the ground underneath the Hellions. They fell into it and the portal closed up behind them.

"Darnit!" Toad said, punching his palm with his fist. "We had 'em right here!"

"Don't worry. We beat them once, we can do it again." Althea grinned, whatever doubts she may have had left over from their first battle had been thoroughly exorcised during this one. "Now let's get back to base and report on what happened: We came, we saw, we kicked butt!"


	10. Chapter 10

"So glad to see that you followed orders." Vladimir said casually as Jacques, Takashi, and Rodriguez lay in their beds in the infirmary. Vladimir was so angry he was beyond yelling. Some people became raging infernos when they became incredibly angry. Others became cold, glacial even in their rage. Vlad's voice was a searing, deadly ice as dangerous and cold as a Siberian winter.

"Bite me." Jacques said between clenched teeth. "That mermaid witch is **tough**."

"Hence, one of the reasons I told you three **not** to fight them." Vladimir said icily. "What happened?" He saw Jacques and Rodriguez shift uncomfortably and looked away from Takashi. Vlad might have guessed. The Japanese mutant was too full of samurai pride.

"Well, it's not like your plan worked out anyway!" Jacques said defensively, trying to keep Vladimir from singling out Takashi. "We ended up facing the **entire** Misfit team! I thought you said that both our teams would attack a different convoy to the Pit and lure the Misfit and Joes away from the Pit so the would be unguarded long enough for Vortex to get us in and steal the Mass Device! What happened?"

"Our attack went…better than expected." Vladimir admitted.

"In other words, we sorta destroyed their communications equipment before they could tell the Joes they were under attack." Amira said sheepishly. "When we finished trashing the material they were transporting we decided to contact Vortex and open a portal back to base."

"We tried to contact you." Phelan said, "But you were, as they say, otherwise engaged."

"Okay so the plan fell through." Semira said, trying to prevent this from descending into a schism between the two groups. "It happens. The things we have to focus on now is recovering and coming up with a new plan."

"It'll be a while before Rodriguez is battle ready again." Amira pointed out. "You just can't walk off electrocution."

"I guess we go with Plan B then." Vladimir said.

"What's that? Is that the one where you sit around and eat Oreos?"Phelan asked. Vlad rolled his eyes.

"No. It's a plan I thought of a while back, but abandoned in favor of what we just tried today. I had wanted us to get some more combat experience, which the backup plan really doesn't involve. Plus Plan B takes longer to implement. A **lot** longer."

"Well since this one went bust, I guess we don't have much of a choice." Semira said. "What does this plan involve?" Vlad gave a grim smile.

"It starts with us making the Misfits lives miserable…"

000000000000000

"Hey! Who turned off the water?" Pietro demanded the next day as he walked out of the bathroom in just a towel, still covered with soapsuds.

"Forget that! Who turned off the TV?" Fred wondered. "My favorite show was on!"

"What was it a cooking show?" Pietro asked.

"Yeah, how'd you know?" Fred asked. Pietro rolled his eyes.

"I'm psychic."

"More like psychotic." Wanda corrected.

"You're one to talk." Pietro said right before Wanda hexed him against the wall.

"What's going on?" Lance demanded as he stormed in. "Which one of you guys cut the phone line? I was talking to Kitty!"

"Well at least the news isn't all bad then." Toad quipped as he hopped in. "At least the lights haven't—" The lights promptly died. "—gone out." Toad finished with a groan.

"You just **had** to say it, didn't you Toad?" Pietro asked.

"I don't like this." Althea said.

"That makes two of us." Flint said as he walked inside. "I just came from General Hawk. Electricity and water has been shut off all over The Pit."

"Sabotage?" Wanda asked.

"Of a sort." Flint sighed. "The electrical lines, water and gas mains, and phone lines have been destroyed. Even the power plants that they're connected to have been attacked."

"But how—" Angelica started to ask as a small yellow and purple portal opened inside the room. "Oh. **That's** how." The portal wasn't open long, only a few seconds, but it was long enough to release several familiar looking blasts of red energy.

Everyone in the room ducked as the blasts impacted against the wall, blowing a hole through it.

"The Hellions again!" Althea snarled. "Everybody, let's head out and meet them head on!"

The Misfits ran outside only to be confronted with the sight of dozens of portals opening and closing all over the Pit each one releasing energy blasts at whatever was in their path.

"Roadblock!" Flint called over the noise. "Has anyone seen where the Hellions are?"

"If my eyes are sound, there ain't anybody around!" Roadblock called back. "Not a hide nor hair, we can't find those creeps anywhere!" The barrage of portals and blasts stopped after a few minutes, leaving an eerie quiet over the Pit as everyone stopped to survey the damage.

"What's the situation?" General Hawk asked after the preliminary reports of damage came flooding in. Duke, the Misfits, and their handlers were present.

"Mixed." Duke admitted. "Most of those blasts didn't hit anything of value just the walls, ceilings, ground, and the like. Nothing too bad unless the budget's tight again. We think the primary purpose was random destruction or just to get back at the Misfits for trouncing them the yesterday."

"You said 'mostly,' does that mean that there was some damage that did destroy important facilities or equipment? What about casualties?"

"On that last count, surprisingly few. There are some bruises and broken bones, but that's par for the course for any given day around here. Beach Head got a concussion when the bathroom stall he was in was destroyed. He got hit in the head with the toilet seat."

The Misfits snickered.

"It's not funny." Spirit said.

"Who're you kidding?" Shipwreck snorted. "Of course it is!"

"Any way, there is some bad news…"

"You mean Beach Head will recover?" Pietro quipped. Duke ignored him.

"Some of those blasts did manage to hit our backup generators and supply rooms. In addition to the earlier destruction caused to the phone lines and water and gas mains, we're going to have a serious problem keeping the base up and running."

"Have you sent out damage teams to repair everything?" Low Light asked. Duke sighed and nodded.

"Yes, but there's nothing to stop the Hellions from doing this again."

"The cowards didn't even show up to face us themselves." Xi grumbled.

"That's what we found too." Shipwreck said. "There's no evidence those landlubbing scum ever even set foot on the base." Clearly he had not forgotten what they did to Althea and was still furious.

"If we could meet them in a straight up fight we could beat them and they know it too." Althea thought out loud. "That's probably why they're trying this instead."

"That'd be my bet too." Hawk agreed. "Is there any way to shield the Pit from those portals? Prevent them from opening portals here?"

"No, we don't think so. At least, we haven't figured out a way to yet." Duke said. "We've got our people working on it, but since we don't even know how these portals work, I wouldn't count on finding any solutions."

"What about Trinity? Could they come up with something?" Hawk asked.

"Maybe, but even geniuses need something to go on. And…" Duke winced. "One of those portals opened up in their lab. They're pretty…upset." Hawk winced too.

"It's almost enough to make me feel sorry for those Hellions when they meet Trinity. **Almost**. That reminds me." Hawk said. "What do we do, now that we know that Hellions are working for Cobra?"

"Could they be renegades? Broke with the White Witch?" Cover Girl suggested.

"Then why still wear the uniforms?" Spirit countered. "But I'm more interested in why haven't we seen them before? And why aren't the any of the other Hellions working with them?"

"Do you think something happened to the other Hellions, and these are their replacements?" Lance suggested.

"Maybe. Or Maybe Frost just figured that with all the hundreds of students she has at her Academy she can afford to have more than just a single team of less than a dozen mutants as fighters and soldiers." Althea mused.

"Sounds more like her." Low Light said. "But I don't get the Cobra connection. Is she using them to take over Cobra or just offering their services in order to get Cobra in the Hellfire Club's pocket?"

"Maybe we should call Xavier and see if he can gather any more information on these mutants. It might be something he can use." The Blind Master suggested.

"Given how many mutants there are and how well the Hellfire Club has been able to hide them from Cerebro I don't hold out much hope that Xavier knows these mutants himself or can locate them for us." Hawk said. "So far they're laying low. Our intelligence doesn't put them at the Terror Drome, but that's all they can tell us."

"SHIELD could probably find out more about them." Fred said. "Of course it's not like we've got any pictures of the guys and most of their powers aren't all that unique…" He trailed off.

"You know Fred you should really consider ending your thoughts about a sentence or two earlier." Pietro said dryly.

"Still, it's a lead to consider." Hawk said as he stood up. "In the meantime, we need to work to restore power to the base and keep looking for ways to track down these new Hellions."

"What do you think they're up to?" Toad asked him.

"Based on what they did today…" Hawk sighed. "I think they're trying to put the Pit under siege."

"That would be bad." Pietro blinked. Wanda snorted.

"You're just worried your health care products wont be able to arrive."

"Well, **some** of us care enough to put a little effort into our looks…"

"So what do we do now?" Althea asked General Hawk, ignoring Wanda hexing Pietro again. Whatever Hawk was going to say was lost as another batch of portals started popping open all over the Pit and started wrecking whatever was near them.

Hawk groaned. "I need a vacation."


	11. Chapter 11

"Come on!"

"Nyet."

"Just for a—"

"Nyet."

"Are you even going to let me finish my—"

"Nyet!" Vlad said again as he glared at Amira as she stood in his doorway. "I'm getting tired of repeating myself."

"**You** are? How do you think, **I** feel?" She asked. "You've haven't come out of your room for more than ten minutes in over a week! You need to get out and frankly, so do I."

"We're engaged in important military actions." Vladimir said flatly.

"You have Semira open a portal and you shoot into it. Last week I saw you have her open one when you two passed each other in the hall!"

"We need to keep up the pressure."

"Yes! But not on us!" Amira protested. "Everyone is getting stir crazy in here. It's been three weeks of nothing but sitting around while we blast the Pit from afar!"

"You could train more." Vladimir suggested, trying to end the conversation.

"Train more? I do combat maneuvers in my sleep! All I'm asking for is a day off. That's all. Not a month long vacation or a trip to Bermuda…though with Semira we actually could **do** that…" Amira mused. "It's the end of summer and frankly we'd all rather be doing something rather than sitting in front of the air conditioning all day."

"I wouldn't." Vladimir said stubbornly. "Perhaps if you were as efficient in your time as I am—"

"What about Naomi? She's a child, she deserves a chance to go out and have fun, not stay trapped here!"

"You were the one who wanted to bring her here." Vlad pointed out.

"Just one day." Amira pleaded. "One day at the beach. For Naomi's sake, pleeeease?"

"Amira…" Vladimir groaned.

"Don't make me bring out the big guns." She warned him.

"You wouldn't dare."

"Try me." Amira said. Vlad started to sweat.

"You're bluffing."

"Think so?" Amira smiled. "Fine. NAOMI!" Amira called. Naomi appeared in the doorway, already dressed in a bathing suit and wearing a shy expression that would've melted the heart of Magneto himself.

"Pleeeeease?" Amira said again with as much of a lilt in her voice as she could.

"_Bevakasha_?" Naomi pleaded in Hebrew, her eyes large and lower lip trembling as she looked into his eyes and begged.

Vladimir groaned again as he felt his resolve fail.

"You don't fight fair." Vlad said in what was more than half a pout.

"I know." Amira smiled as she patted his head in a mock-comforting manner. "You have five minutes to put on a bathing suit and come with us to the beach. Otherwise I'll come in myself, strip you naked and dump you at the Pit for the Joes." Amira grinned, an evil looking light reflecting off her glasses. "Toodles! Come on Naomi." She said to the young girl as she took her hand and walked her outside, closing the door behind them.

Amira waited for a moment, just long enough to hear the sound of Vlad banging his head against the wall. "I love it when he does that." She grinned as she headed off to get dressed herself.

The other Omegas had been watching from down the hall.

"Finally!" Jacques said. "A day off! With Vlad gone we have the place to ourselves! And no more lectures on work! Remind me to thank Amira for this."

"Heh, do you think the boss will ever figure it out?" Phelan asked. "You know that Amira likes him?"

"Nah, he's pretty oblivious." Semira said. "Five will get you ten he needs someone else to point it out to him."

"Deal." Phelan grinned. "Now, what to do while they're gone…"

"Are you thinking what I'm thinking?" Jacques asked Phelan. The Irishman just grinned.

"What do you think?"

"I'll get the toilet paper and the spray paint."

0000000000000000

**A/N: Next time, madness at the beach!**


	12. Chapter 12

"Oh stop looking so dour." Amira hissed at Vladimir. "You'd think you were at a funeral!"

"That's what it feels like." He grumbled as he sulked in a beach chair in a pair of swim trunks.

"If you ruin Naomi's day." Amira warned, waving a finger in his face. "It'll be that **last** thing you ever do! Get it?"

"Got it." Vlad said.

"Good." Amira said as she stretched languidly in her own chair, wearing a tank top and skirt over her own bathing suit. "What's the point of having your own personal portal maker if you don't use it to hit the beach every once in a while?"

"Yeah, I'm sure the Misfits use the Mass Device—one of the most potentially powerful devices ever built—to goof off and have fun." Vladimri said sarcastically. "Vortex is our ace in the hole, not our own personal taxi!"

"**_Semira_** is our **friend**, remember?" Amira reminded him. "I don't know what's gotten into you lately. I mean when was the last time all of us just sat around and watched a movie? Or had ice cream? Or spent a couple of hours talking about a class-based analysis of The Hobbit? I mean, stopping GI Joe and the Misfits is important but that's no reason to get all angsty and brooding."

"I…I don't know." Vlad groaned. "I just can't stop thinking about how to take care of those creeps. Maybe afterwards I'll be able to relax and go back to being a regular student again."

"I don't know if regular is quite the word you're looking for." Amira teased. "I know very few students who've written on and discussed—at great length—why Leon Trotsky is a better military commander than Grand Admiral Thrawn of the Galactic Empire."

"Well it all has to do with the fewer resources available to Comrade Trotsky during the Civil War as opposed to the vast resources the Empire had, and that Trotsky was successful in defeating over a dozen armies while Thrawn was defeated by the Rebels—brilliant though he was—"

"See!" Amira said, slapping her palm on her thigh. "There you go! I never thought I could actually **miss** having you do that, but it's a welcome change from the usual plotting and planning you've been doing."

"I haven't been **that** bad." Vladimir insisted. He paused. "Have I?"

"Let me put it this way." Amira said gently. "Have you ever watched that American cartoon? _Pinky and the Brain_?" Vladimir groaned and buried his face in his hands as if he was just diagnosed with something terminal.

"_Bozhemoi_…" He moaned. "I've **got** to get a new job. Or rather, finish off this one so I can stop running around in ridiculous uniforms! I mean I feel like I'm going into a fight wearing nothing but long-johns!"

Amira pictured the image in her mind and started giggling. The hurt look at Vladimir's face only made it funnier.

"Sorry." Amira wheezed. "But…" she cracked up again.

"Oh brother." Vlad rolled his eyes. Amira managed to calm herself down a bit.

"Why do you do it then, if you don't like it?" She asked him.

"I don't know." He frowned. "I mean I know I have a reason when I'm out there fighting, but it's like the reason just starts to slip away from me whenever I—ow!" he winced as he put a hand up to the side of his head. "I'm really starting to hate these stinking headaches! I've been having them ever since I took this job!"

"Maybe you should take some aspirin or something." Amira suggested, looking concerned. "Or go see a doctor."

"I had a complete physical right before I left the Academy, same as everybody else. I thought that psyche test Miss Frost gave me would never end!"

Amira frowned. She didn't recall getting any psychological test. "What're you—" She was interrupted when Naomi ran up to her and started tugging on her arm, speaking rapidly in Hebrew. "Slow down! What is it?" Amira asked."You want to go swimming? Okay, but stay in sight! And don't turn into a dolphin where anyone can see you." Naomi nodded as she ran off towards the water.

"It's a good thing this beach is practically empty." Vladimir noted. There hardly seemed to be anyone around.

"Wait until Labor Day. Then it'll be packed with people desperate for one last day of the beach before summer ends." Amira told him.

"Labor Day? In August? Pfeh! The only **real** Labor Day is May First! America's 'labor day' is just a cheap invention to keep the American workers out of step with the international working class!"

"And to think I was starting to miss this." Amira mused. "I'm going to go keep an eye on Naomi. You just stay here and…rant, I guess." She said as she got up. Vlad snorted and started rummaging around in their bag for something to eat. After pigging out on Oreos and sandwiches he decided to lay on his beach towel and work on his tan.

He sighed as he lay on his stomach. "_This is nice_." Vladimir thought tiredly. "_I really **did** need a day off. I wonder why Amira dragged me here though. Why would she care if I—_" Vlad never finished the thought as he had dozed off. He found himself awoken some time later when someone dumped a bucket of cold seawater on his head.

Sputtering and spitting, Vlad looked up to see a familiar looking eight-year old girl with wide green eyes trying her darndest to look innocent as she hid a plastic bucket behind her back.

"Very funny." Vladimir smiled as he sat up. "You're definitely starting to take after Amira, you know that?" Naomi giggled. "Speaking of which, where is your partner in crime?"

"Right here!" Amira laughed as she dumped a handful of sand in the back of his trunks.

"Hey!" Vlad protested as he stood up and started shaking his shorts loose. The two girls started laughing. Vladimir growled playfully. "If that's the way you want to do it…" He said threateningly as he started pushing Amira down to the water. "Let's see how you'd like to go for a swim!"

"Hey, don't you dare!" Amira warned. "Naomi, a little help?" Naomi nodded and promptly started helping Vlad push her towards the water. "Thanks a lot, traitor!" Amira said right before Vlad managed to toss her in the water.

"Turnabout's fair play." Vlad said gamely as Amira, drenched, glared evilly at him. Her skirt and tank top were plastered to her body, revealing the bathing suit she was wearing underneath.

"As you said." She grinned as she grabbed Vladimir's arm and dragged him into the water too.

"Arggh! You **rat**!" Vlad laughed as he pushed his hair out of his eye. Naomi splashed him. "Oh no you didn't!" He said as he splashed her back. Then Amira splashed him. Naomi splashed both of them. Soon they were all splashing each other and having a great time.

They swam, they made sandcastles, and when Naomi started tugging on their arms they started to swing her back and forth.

Watching them was another teenaged couple and a young girl. "Awww, that's really cute Sammy!" The teenaged girl said.

"Yeah, I think so too." The boy agreed. "Don't you Paige?"

"Yeah, Tabby's right, they look really happy!"

"Heck, I remember when I used to do that for you." Sam said, grinning. "Now you'd pull my arm off if I tried that."

"Sam Guthrie, are you calling me fat?" Paige demanded, looking severe. Sam held out his hands.

"No, I'm just saying you ain't a little kid anymore."

"Wouldn't know it to hear Logan talk." Paige grumbled. She got up. "I'm going to go say hi to that kid. Maybe if we're lucky they won't know we're mutants!"

"Okay, Paige." Sam said. "Have fun."

"Take your time." Tabitha grinned as she moved closer to Sam. He blushed.

"Oh brother." Paige groaned as she walked over to the girl and her—she assumed—family, who were now sitting along the shore. "Hi!" Paige said as she walked up to them. "My name's Paige. I just wanted to say hi and wanted to know if you wanted to do something. What's your name?"

Naomi started responding in Hebrew. Paige blinked. "Sorry, Naomi here doesn't speak English, only Hebrew." Amira said. "She understands it well enough though."

"Oh. Are you Israelis or something?" Paige asked Amira.

"Or something." The Palestinian girl agreed dryly, glaring at Vlad when he started snickering. "If you two want to have fun, go ahead."

"You wanna go swimming Naomi?" Paige asked. Naomi nodded eagerly. "Great! Race ya!" The two girls took off and ran into the surf.

"That's really nice of you." Tabitha said as she and Sam walked up to them. "I'm Tabitha Smith and this is my boyfriend Sam Guthrie, he's Paige's big brother."

"I'm Amira." Amira introduced herself. "And this is Vlad."

"So how long have you two been…?" Tabitha started.

"Oh us? We're not dating." Vladimir said. Tabby looked at Amira who rolled her eyes. Tabitha nodded knowingly.

"Right. My mistake. So is she your sister?"

"She's actually a ward of sorts of Amira's." Vladimir said. "I'm just the chauffeur."

"Liar." Amira said, slapping his belly. "Naomi adores him. Why I don't know, but she does."

"What brings you to the beach today?" Vladimir asked. Sam shrugged.

"Just wanted to get away from our crazy school for a couple of days, to say nothing of our classmates!"

"No need to explain." Amira sighed. "We've been there." Looking over at the girls she saw that they had started to head out of sight. "I better go reign them in a bit. Excuse me." She said as she left to corral the girls.

"I'll be right here." Vladimir said.

"You Russian?" Sam asked. "Sorry, I just noticed your accent." Vlad nodded warily.

"_Da_…" He wondered if perhaps he was some uber-patriotic American who was going to tell him to 'get out.' It had happened before. Sam must've seen that he'd made Vladimir nervous so he explained.

"It's just that at our school we have a Russian student with us named Peter. I think the Russian is Piotr, right?" Vlad nodded.

"It is." There was a momentary awkward pause.

"So you drove here?" Tabby asked Vladimir. "You go to school around here?"

"Not that close." Vladimir admitted. "We had to, um, take a bus. What about you?"

"Oh we had…a friend bring us here." Sam said. Looking past Vlad he said, "Here they come now! They wanted some time off too and invited us along." Vladimir turned around to see two more teenagers and a young girl heading towards them.

"Hi Sam, hi Tabby!" Althea waved. "You guys get the beach blankets and chairs all set up?"

"Everything's all set." Sam said.

"I want to go swimming!" Spyder said from between them. "Where's Paige?"

"Paige is already in the water." Tabitha told her, pointing. "She's made a friend, why don't you go introduce yourself."

"Okay." Spyder chirped as she dashed into the water. Althea snorted.

"Kids. Oh well, at least I didn't have to bring the Triplets along. They're still fixing their lab." She looked at Vladimir as if noticing him for the first time. "Oh, sorry. I'm Althea Delgado and this," she hugged Toad possessively "is my Toddles!"

"Al!" Toad moaned. "Not in public!"

"I'm Vladimir." Vlad said trying not to panic. None of them had ever seen him before. The two older Misfits had been knocked out before he revealed himself in the first battle and they hadn't encountered him personally. The girl hadn't been there at all. Vladimir knew their pictures from their files but they wouldn't know him.

Althea looked at him. "You look familiar…have we met?"

"I can't imagine where." Vladimir said, confused. Had her teammates described him to her? Althea shrugged and seemed to brush it aside.

"You want to join us?" Althea offered,

"Um…"

"No need to be shy." Sam said. "He and his—er, friend—brought a little girl with them too. She's with Paige."

"Come on, sit with us!" Tabby said as she pulled on Vladimir's arm. Before he knew what was really going on he ended up sitting down with Sam, Tabitha, Althea, and Todd.

He sat stiffly, waiting to see if it was an ambush from the Misfits. Vlad idly wondered what their relation to Tabitha and the Paiges were. But the talk largely revolved around school and movies and normal teenage stuff. The Misfits and X-Men made sure they didn't say anything to give away the fact that they were mutants and Vlad certainly didn't either.

"School can be such a drag!" Tabitha groaned. "We can barely ever even leave the Institute!"

"There are worse things." Vladimir said with a sigh. "Trust me."

"Don't get us wrong." Sam told Vladimir. "We like the Professor and our teachers, but they drive us nuts!"

"**That** I can relate to." Vlad agreed wearily. "My Headmistress is a real witch."

"You should see our…um, coach. He's insane!" Tabby said. "A real badger!"

"What about Beach He—ow!" Toad yelped when Althea elbowed him in the side.

Vladimir at first felt as though he should either run or simply dispatch the two Misfits then and there. But they weren't being hostile or evil. They were just…goofing off. Fighting them now would be like streaking a funeral procession. Just unthinkable.

He was a bit disconcerted when Althea would occasionally throw a look in his direction as if trying to remember where she'd seen him before. He didn't think she'd recognize him from any description her teammates may have given her. She'd be much more discreet than this and Todd wasn't giving any indication that Vladimir looked familiar at all. Strangely enough, Vlad almost thought that Althea looked familiar herself in a way he could identify. He shrugged.

Vladimir forced himself to relax a bit. There was no real danger here. Then he spied Spyder, Paige and Naomi running up to them, a worried looking Amira running after them.

"Sammy!" Paige said as she tugged on her brother's arm. "When I was swimming I accidentally used my powers and ended up sinking when I turned into metal…" Sam stiffened in shock but Paige hurried on, "But then Naomi turned into a dolphin and saved me! She's a **mutant** too!"

"She's a **mutant**?" Tabitha looked Vlad.

" '**Too**?' " Vladimir asked her. "You mean—?"

"Hey, haven't I seen you someplace before?" Todd asked Amira as she caught up to them. Vlad winced. Even if they hadn't seen him, they **had** seen Amira. Maybe they wouldn't recognize her without a Cobra uniform…

"Hey, she's one of those Hellions working for Cobra!" Althea said.

Or not.

"Hellions?" Tabitha said.

"Cobra?" Sam asked. The four of them started glaring daggers at Vladimir and Amira.

"Oh _gavno_!" Vlad cursed.


	13. Chapter 13

A/N: Sorry for the long absence! First it was spring break, then it was writer's block and final papers! Arggh! I'm still pretty busy but I will be writing and uploading again! Promise!

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"This day officially sucks." Vladimir said as he and Amira ducked behind a sand dune.

"Oh shut up." Amira grumbled as she narrowly avoided getting slimed. Vlad fired away with his energy blasts, but Todd and Althea had ducked behind a sand dune of their own. So had the two X-Men.

Naomi, Spyder, and Paige just stood off to the side and watched as everyone traded fire with everyone. "Boy they're dumb." Paige said. "Why are they all shooting at each other?" Spyder shrugged.

"I think it's because those two Hellions have been attacking the Pit and cutting off our water and electricity for about a month. It's really annoying." Spyder added.

"But they were getting along fine two minutes ago." Paige pointed out. "Why try to blow each other up now?" Naomi gave a whimper. "You afraid they're gonna get hurt?" Paige asked softly. Naomi nodded. Paige gave the young girl a hug, "It's okay. We wont let them get hurt."

"Give it up Hellions!" Althea yelled. "We've got you outnumbered!"

"And we've got you outclassed!" Vladimir shouted back. "Specifically the working class!"

"Oh brother." Amira groaned.

"Give it up you Commie Creep!" Althea shouted.

"Make me you imperialist lackey!"

"I'm gonna pound you Russian ruffian!"

"Says you G.I. Shmoe!"

"Hellion hack!"

"Delgado Dipstick!"

"Maoist moron!"

"YOU TAKE THAT BACK! I AM **NOT** A MAOIST!" Vlad roared. Amira rolled her eyes.

"I'm gonna finish this now!" Althea bellowed as she summoned her powers and drew the ocean water up in a gigantic wave. "You can't stop the ocean!"

"I don't have to!" Vladimir said as he fired an energy blast at Althea herself.

"Hey! No one blasts Misfits but us!" Tabitha shouted as she hurled an energy bomb into the path of Vlad's blast. The resulting explosion knocked everyone on backwards. Her concentration disrupted, Althea lost control of the wave she summoned.

"Uh-oh." Todd gulped as the ten-foot high wave loomed over them.

"Uh-oh." Tabitha agreed nervously.

"Oh crap." Vladimir sighed as the wave hit.

Buffeted, battered and generally knocked around the six mutants ended up a good twenty-five feet from where they were when the wave finally receded.

"That **hurt**." Sam groaned.

"Yo, everybody still alive?" Todd asked, receiving a chorus of groans as an answer. "Anybody else got seaweed in their shorts?"

"Check." Sam nodded.

"No comment," Vlad said. He stiffened and then looked around. "The kids!"

"Oh my god, Paige!" Sam said as he leaped up and ran down to the water.

"Spyder! Can you hear me?" Althea yelled as the others followed.

"NAOMI!" Amira yelled at the top of her lungs. There wasn't a sign of any of them. "No, no…please Allah, no…"

"What have I done?" Vladimir said, tears rolling down his cheeks.

"I didn't…please tell me I didn't…" Althea said, shaken to the core.

"Me and my stupid bombs." Tabitha sniffed. "I shouldn't have—"

"They're gone? Spyder, Paige, and that other girl too?" Todd asked, astonished and disbelieving. "Did we just ki—" A sudden spout of water burst from the ocean, grabbing their attention.

"Could it be…?" Sam asked, wiping his eyes. His question was answered when a sleek, gray dolphin leaped out of the water and started swimming to shore. On its back were two girls, holding tight to the dorsal fin.

"Yes!" Vladimir whooped.

"Are you all right?" Althea asked Spyder and Paige as they leaped of Naomi, who reverted back to human form once she got close to the shore.

"Yeah we're okay." Spyder said as she picked at the seaweed in her hair. Amira ran up to Naomi and hugged her tight. Sam did the same to Paige. "Um are you guys gonna fight again?" Spyder asked. "Because you either need to include me or just plain knock it off."

Vlad and Althea glared at one another, considering their options. "We're leaving." Vladimir declared shortly. "Call Vortex." He told Amira. Looking to Sam and Paige he added, "We have no quarrel with the X-Men. This is between us and the Misfits. Stay out of it."

A portal opened up behind him. "Until next time." Vlad said to Althea.

"Next time." Althea promised.

Vladimir, Amira, and Naomi exited the portal back at the Omega's base. As the portal closed Amira sent Naomi off to her room.

"Well, this was fun." She said to Vlad dryly as they headed towards the living room. "Next time, I'll let you pick where we go."

"Next time? Who says there's going to be a next…time?" Vladimir blinked. The living room was a mess, cups and confetti strewn all over the place as the rest of the team was dancing around in their underwear.

"_Yeah yeah yeah, yeah, yeah!" _They remaining Hellions sang_. "Once upon a time in a school in outer space there was a class of misfits kids from all around the place! They snuck aboard a mystery ship, which soon slipped through a spatial rip and now they're stuck on a long strange trip!"_

"Son of a crap?" Vladimir gaped in disbelief. "Are they drunk?" Amira took one of the drinks off the table and sniffed it.

"No, it's not alcohol….its…its, coffee?"

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**NEXT TIME: What the other Hellions did on their day off.**

**Bonus Points if you know off-hand where that song is from!**


	14. Chapter 14

"I don't know how you talked me into this." Semira sighed as she opened a portal. "If anything happens just contact me with our communicators and I'll open a portal back here."

"Right. _Merci_." Jacques said as he, Rodriguez, Phelan, and Takashi stood with several bags full of supplies.

"I can't believe your risking yourselves for an infantile mission to prank the Joes." Semira said. "Dare I ask why you even want to do this?"

"Because we're bored and there's nothing on TV." Phelan said. "Besides, it'll be fine. After last night's bombardment they're all probably asleep or half-asleep. "

"Let's go." Takashi said as he and others headed through the portal, reemerging at The Pit. It was early morning. Real early. Even the Joes were still asleep. The few guards on base, as Rodriguez noted, were suffering from lack of sleep from the Hellions constant midnight bombardments of the base.

Phelan quickly took charge. "Takashi, you go take care of the dojo. Rodriguez and I will take care of the barracks and Misfit Manor. Jacques, hit the Mess Hall."

"_Hai_." Takashi agreed as he and Jacques headed off.

"So what did you have in mind?" Rodriguez said as they approached Misfit Manor.

"How about something avante-garde?" Phelan suggested as he offered him a can of spray paint.

"Sounds good." Rodriguez agreed as he took the can and started spraying. "Wow these sprays are really quiet, aren't they?"

"Yup, no one'll hear a thing. Now, how many ways can we call the Misfits losers?" A few minutes later the two of them walked away from a multicolored Manor.

"What else?" Rodriguez asked as they strolled about the base. The guards were so bleary eyed and sleepy that they either didn't notice the Hellions or ended up saluting them.

"How about we put some firecrackers in their munitions and frag grenades in their toilets?" Jacques asked.

"Sounds good." Rodriguez said. "Hey the others are coming back. I guess they're done trashing the Dojo and Mess Hall."

"Why's Takashi holding a teddy bear?" Phelan asked. Takashi walked up to them. Phelan repeated the question.

"I found it in the Dojo duck-taped to a chair and strapped with dynamite. I don't know why. Don't want to know either, for that matter." Takashi added. "I figured I could give it to Naomi."

Jacques shrugged. "Who's up for grabbing a bite? I'm hungry." As the four Hellions walked into the mess hall they found very little food. At least, food that looked appetizing or even edible. So they decided to settle for some coffee. That's where the madness started.

"You know," Phelan said with a wicked gleam in his eye, after about his third cup. "We should take some of this stuff home. But first, let's have a little more fun with this place. Here's what we do…"

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Twenty Minutes Later…

_And we all say, Oh! Well I never was there ever a cat so clever as magical Mr. Mistoffolees! Oh! Well I never was there ever a cat so clever as magical Mr. Mistoffolees!_ It blared over the PA, simultaneously awakening and annoying everyone in The Pit.

"What the heck's going on?" Lance yawned as he staggered outside with the rest of the Misfits and their Handlers.

"Look, it's the Hellions!" Fred pointed. Sure enough, the four Hellions were dashing through the Pit, electrocuting, telekinetically throwing, or slashing through everything in their path.

"Get 'em!" Shipwreck yelled. Once spotted, the Hellions ran past the Joes' rebuilt Hangar. Pilots and drivers scrambled into their craft and started the engines…but nothing happened.

"What's going on?" Cross Country asked. Snowjob took a look at the engines.

"There's something jammed in the engines! It's…underwear?"

"Hey there's underwear in the jet turbines!" Someone yelled.

"And in the tank turrets!" Someone else added.

"It's everywhere!" Beach Head screamed as he opened a supply closet only to be buried in an avalanche of underwear. "Oh god, I think this is the Blob's!"

"Hey and check out this graffiti!" Pietro said. "**We** pioneered this technique! And I only wore a dress that one time!"

"The Hellions are unstoppable!" Jacques boasted, not noticing the fact that someone very mean and angry looking was standing behind him.

"WHERE. IS. SERGEANT. SNUFFLES?" Beach Head growled in a voice that would've made even Wolverine or the Hulk hesitate.

"Uh…" Takashi said holding up the bear. "Is this what you mean?"

Big mistake.

"OWW!" "MADRE DE DIOS!" "ZAKENNAYO!" The Hellions yelled as Beach Head tackled them, intent on retrieving his beloved stuffed bear.

"Here, go fetch!" Takashi finally said, tossing the bear away. Beach Head dove after it, catching it right before it would've hit the ground.

"Vortex, now!" Phelan yelled into his communicator.

"They're making a break for it!" Lance yelled. "Stop 'em!"

"No problem!" Pietro said as he in front of the Hellions. A portal opened up behind him. "Ha! You're not getting out that way!"

"Never meant to." Rodriguez grinned. "Have fun," He said as Jacques lifted the four of them into the air.

There was a loud moo. Peitro turned around just in time to see a large herd of cows run through the portal.

"Mommy…" Pietro said weakly as he was bowled over by bovine.

"They're attacking us with cattle?" Lina asked. Even as they spoke, the cows were dashing to and fro, some of them even going into buildings and climbing up the stairs, where they promptly got stuck.

"Oh man, the whole place is going to stink. Cowpies everywhere you can blink!" Roadblock groaned.

"Smells of home." Fred said nostalgically.

"One last gift Gee I Don't Know." Jacques said as he telekinetically lowered a video tape down to Roadblock. "Courtesy of the Hellions!" Another portal opened up in front of them and they flew through it. It closed up behind them.

"This is a disaster." Duke said as he looked around; vehicles jammed full of underwear, sugar in gas tanks, munitions blown up, toilets blown up, graffiti everywhere, and cows as far as the eye could see. "Good thing General Hawk is off meeting those fogy old generals over at the Pentagon."

"Actually Duke, those fogy old generals decided to come here." General Hawk sighed from behind Duke, accompanied by several top-ranking generals, all of them looking annoyed.

"Sirs!" Duke said as he snapped off a salute. One general raised an eyebrow.

"I believe you have the wrong flag raised." He said dryly. Duke turned around. Sure enough, the flagpole wasn't waving the American flag (which the Hellions had torn down and used to tie up several guards) but the French Tricolor.

"Oh that is it!" Duke cursed angrily. "That crosses the line!"

"Duke, watch your blood pressure. You don't need to have a breakdown." Shipwreck said. Alpine ran up.

"Hey guys! Bad news! I just looked all over The Pit and it looks like those little creeps stole every drop of booze! Even Shipwreck's hidden stashes!"

"**WHAT**?" Shipwreck yelled as he grabbed Alpine. "Even my stash in the dojo?"

"Yes."

"My stash under the break room floor?"

"Yeah."

"In the hangar?"

"That one too."

"The women's shower?"

Alpine nodded. "I'm sorry Shipwreck." Shipwreck, his lower lip trembling tossed back his head and howled painfully.

"**NOOOOOOOO!**" He was accompanied by most of the Joes. The Misfit Handlers were the loudest.

"Might as well see what this is." Cover Girl sighed as she took the videotape from Roadblock and walked into the barracks. The others followed. She put the tape in the VCR and waited. Shortly, the four Hellions who had just attacked the base appeared and were singing.

"_You Yankees all are buggerfolk, your mothers all are ruggerfolk! Your army is a bloody joke! You couldn't beat an artichoke! If battle you choose to renew, we'll taunt you 'till you all turn blue! We turn our asses as you part, in your direction we all faaaart!"_ With that, the Hellions turned around and mooned the camera.

"I **really** hate those guys." Low Light said, his eye twitching behind his goggles.

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	15. Chapter 15

A/N: I forgot to mention last time, Magical Mr. Mistoffoles is © Cats and the song from Spamalot is © to whoever. Not me. Please don't sue!

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Night found Vladimir lying awake in his bed, staring at the ceiling. After de-toxing the rest of his team—a long, arduous process that he didn't want to dwell on—he retired to his room and went to bed.

But he couldn't sleep. He was too busy dwelling on what happened today. The Misfits seemed…okay, not normal but not the thick-skulled, callous lackeys he would've expected to find working for GI Joe. The Joes…he grunted as a brief headache, the equivalent of "brain-freeze," hit him. His opinion of the Joes hadn't changed one iota. Miserable, conniving servants of reaction…he shook his head. He wasn't thinking about them now; it was the Misfits he was focused on.

After meeting them, or some of them anyway, in a personal setting he found that he couldn't loathe them the way he used to, back when he thought they were just toadies of American militarism. They could still be saved.

Vladimir nodded. Yes, they could be saved at that. They couldn't be allowed to remain under the Joes. Miss Frost had made it clear what a danger the Misfits were, hence the reason he and his friends were pulled from their studies to play superhero. Perhaps if he didn't destroy the Misfits, but instead won them over…then he could go back to school and Miss Frost could have the Misfits as her second team. It would also weaken the Joes and make them easier to crush.

Vlad smiled. It was perfect. After all, it wasn't _really_ the Misfits fault they were in this situation. Most of them had nowhere else to turn. So of course they were vulnerable to the Joes' manipulation. So, win the Misfits over, have them take the Omegas' place, and the Omegas can have a—relative—return to normalcy and the Joes will still be crushed.

Now Vladimir frowned. But **how** to win them over? They were already none too well predisposed to the Hellions, even leaving out the recent fighting between them. If they could isolate the Misfits from their allies, and perhaps if the Hellions could find some more allies for the Hellions, the Misfits might see that they're on the wrong side of the proverbial barricades and be inclined to listen to reason. Besides, the Massachusetts Academy could always use new recruits. But what allies could the Hellions win over as a gesture of their good faith?

Vladimir let out a laugh that would send sane people running away in terror. He had just the potential recruits in mind! And since Cobra was going after them soon anyway, this was a chance for the Hellions to step in and save them from becoming Cobra lackeys. Perfect.

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"Are you sure it was a good idea sending those Hellions after our targets?" Zartan grumbled at Cobra Commander.

"Why Zartan, is that jealousy I detect in your voice? I wonder why. After all, it's not as if the Hellions were, oh I don't know, doing in the last two months what you had failed to do in years." Destro sneered.

"They've had the Joes so occupied with just keeping their own base up and running that Cobra has managed to make itself stronger than ever!" The Baroness said, twisting the knife. "More weapons, equipment, recruits…we're becoming wealthier and more powerful than ever!"

"All thanks to Emma Frost and the Hellfire Club." Zartan shot back. "You think they're doing this out of the goodness of their hearts?"

"Like anyone here does." Destro said. "Regardless, our little alliance with the Hellfire Club—in addition to our absorption of Hydra—has been most profitable for us."

"So we become foot soldiers for some rich fops in Seventeenth Century clothing. Big deal." Zartan muttered.

"I'd watch your tone Zartan." The Baroness grinned. "After all, with the Hellions working for us, we don't really need you Dreadnoks anymore. They're cheaper and more efficient!"

"You'd know all about selling yourself cheaply and efficiently, wouldn't you?" Zartan fired back, infuriating both the Baroness and Destro.

"**Enough**!" Cobra Commander shouted. "If you are concerned for your position in Cobra Zartan, then why don't you accompany the Hellions, make sure they fulfill their mission?"

"The Dreadnoks will. AND after they botch it, we'll be there to step in and rescue the operation. You'll see for yourself who is better to have onboard." Zartan promised as he stormed out.

"Was that wise, Cobra Commander?" Destro asked. "Petty jealousies could undermine our operation."

"On the contrary, dear Destro, I believe it will **enhance** it. We shall see which team—the Hellions or the Dreadnoks—is most useful to Cobra. I have no illusions about Emma Frost and the Hellfire Club. They're merely using us. But having the two teams competing with each other will weaken their ability to harm us in other areas. The Hellions will be too busy to carry out Frost's other agendas and the Dreadnoks will be too busy trying to secure their employment with Cobra to gouge us."

"And if they compete against each other we can get them to lower their wages in an attempt to stay employed with us. And if one team or the other is lost, then we'll still have the stronger of the two working for us." The Baroness finished.

"Exactly." Cobra Commander gloated. "And little do those fools realize it, the targets they bring back for us will provide us with our own team of super-powered soldiers to counter the Misfits and the X-Men, which will mean that we wont have to rely on the neither the Dreadnoks **nor** the Hellions anymore! It's a win-win-win scenario!"

"When will the Dreadnoks and Hellions arrive in Dakota City?" Destro asked.

"Within a few hours." Cobra Commander said. "And just to make it more interesting, here's what we'll do…."

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**Can you guess what—or who—is coming?**


	16. Chapter 16

It was a cool autumn day in Dakota City. Windy too, especially if you were flying over the rooftops which most people weren't. But there were some people…"Static! Backpack is picking up a weird signal from the park. Massive electrical discharges." Gear said as he flew alongside Dakota City's premier superhero—Static.

"Sounds right up my alley." Static smiled as he surfed through the skies on a flat, retractable metal disk. "Let's go!" Static and Gear flew over the city and into the park. Right inside a stand of trees they saw flashes of lightning.

"Our disturbance?" Gear asked.

"Hhhmmmm…could be." Static replied dryly. As the two of them landed, the electrical discharges promptly stopped. The two teenaged superheroes looked at each other. "Okay, this isn't ominous." Static said sardonically. "What's going on? Who's there?"

"Hello Static." A voice called as a figure in red stepped out of the trees. "My name is Red Nova and I'm here to propose an arrangement…"

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"Misfits, Welcome to Dakota City." Duke said as he, the Misfits, and their Handlers arrived via the Mass Device.

"What do you suppose the Hellions are up to?" Pietro asked. Wanda glared at him.

"Don't you ever pay attention during briefings? Dakota City is ripe with metahumans."

"I'm not sure I've got this, what's the difference between a mutant and a metahuman?" Fred asked.

"It's complicated." Althea said. "Long story short, the metahumans of Dakota City, the so-called 'Bang Babies' aren't mutants. They're powers don't come from an active X-Gene but from a mutagenic agent that gave them their powers."

"So why are the Hellions here?" Pietro repeated. "I mean we all know what snobs the Hellfire Club and the Hellions—well, the original Hellions anyway—are. They want only good human-looking mutants with controllable powers. They dole out enough grief to mutants with physically obvious mutations and uncontrollable powers, so why try to get their hands on super-powered humans who aren't even mutants?"

"Surprisingly, that isn't that bad a question." Althea allowed. "It's possible that these Hellions have a different social outlook than the originals. Heck, look at their leader!"

"Yeah, that Red Nova's a genuine Red." Todd nodded.

"Marxist rhetoric and all." Althea agreed. "Bit of a shift from the rich, elitist snobs who make up the bulk of the other Hellions," She said dryly.

"That takes me back." Shipwreck said nostalgically. "The October Guards were fun. You know, when they weren't trying to double-cross us or take over Alaska. But they had the **best** Vodka."

"Take over _Alaska_?" Angelica blinked.

"Long story." Duke sighed. "Can we focus on the matter at hand?"

"Right." Roadblock nodded. "Everybody go look around, see what's going down."

"That doesn't rhyme." Arcade pointed out.

"Haven't you read Frost? Take a peek!" Roadblock said. "When a rhyme's not quite it's called oblique." Althea rolled her eyes.

"Let's split up!" She ordered. "Contact everyone if you find anything. Break!" The Misfits split up and scattered across Dakota City. In most cities the sight of teens dashing through the streets at nearly the speed of sound or hopping from rooftop to rooftop or flying through the skies would be regarded as weird. Not in Dakota City.

Metahumans, or as they were more colloquially known, "Bang Babies" were a fairly regular sight. They were seldom seen walking down streets or hanging out in the park, but were more often seen robbing, destroying, or committing various other crimes. While the tremendous shock that the initially accompanied the emergence of Bang Babies had faded, acceptance hadn't been achieved either.

Lina noticed several signs and posters for the Friends of Humanity and Purity as she flew through the city. She grimaced. Apparently, if the Hellions could reach out to Bang Babies; so too, could racists reach out to hate someone besides Mutants.

As she flew over what looked like a town park, she spotted two people in costume speaking to several familiar looking figures in red. "_The Hellions!_" She exclaimed in her head.

She quickly landed in the trees, behind the Hellions so she could hear what was being said. An African-American teen in a purple and black costume with gold highlights was speaking to the Hellion Lina recognized as Red Nova, their leader.

"…So this Academy of yours will take in the Metahumans I bring down, even the Meta-Breed, and reform them?" Red Nova nodded.

"When we're through they won't be some petty street thugs or hoodlums, but people who use their power for the good of humanity." Red Nova said sincerely, as if he were an X-Man.

Lina's eyes widened as she recognized whom the Hellions were talking to and whom they were talking about! They were going to use Static and Gear as recruitment agents for the Massachusetts Academy!

She reached for her communicator and said hurriedly. "I've found the Hellions! They're in the park talking to Static and Gear! They're—hurk!" Lina gasped as she felt a metallic tentacle wrap itself around her body, pinning her wings and covering her mouth. Her communicator fell to the ground; it was picked up by Forceflow's telekinesis and crushed.

Lina struggled but was trapped tight. She saw a familiar yellow and purple portal open up on the ground beneath her. Metatak let go. Lina fell in before she could spread her wings and was sucked inside. The portal closed.


	17. Chapter 17

Static twisted his head to look behind Vladimir. "Did you hear something?" Vlad shook his head.

"Nyet. What do you think about our suggestion?"

"I don't know…I mean it sounds great what you're school is doing…and what you guys are doing." Static added. "Using your powers to help people and all. It's a full time job for me and Gear—and Rubber Band Man—to cover Dakota City alone."

"You do excellent work." Vladimir said honestly. "There are probably more super-powered beings here in Dakota per capita than just about anywhere else."

"Thanks. I like to think that there are people out there who can bring out the best of even the Meta-Breed…and with the FOH and Purists starting to set up shop in Dakota it may be for the best to have Metahumans have some place safe to go…but I don't know. Call me paranoid but this seems almost too good to be true."

"That's because it is." A feminine voice interjected. Vladimir and Static turned around to see Althea and the Misfits arrive.

"Hey aren't you those army mutants that work for GI Joe? The Miscreants?" Static asked.

"That's Misfits." Althea said. "Though we could just as easily answer to both. We're here to warn you, you're being tricked. Those are the Hellions. They work for the Hellfire Club, a group of rich, powerful beings working for world domination."

"That's a lie!" Vladimir said hotly completely ignorant of the fact that Althea was telling the truth. Static looked from one to the other. They both certainly _seemed_ sincere…

"The only thing they want the Metahumans for is foot-soldiers and recruits." Althea said. "They're also working for Cobra."

"The terrorist organization?" Gear blinked. Static turned to Vlad, who met his gaze and said nothing.

"COBRAAAA!" Came the cry from the rear as the Dreadnoks road in, firing almost at random, not caring who they hit.

"Idiots!" Vladimir cursed as Jacques telekinetically shielded themselves, as well as Static and Gear, from the bullets.

"With friends like them who needs enemies, huh?" Static asked Vlad as he powered up. "And with friends like those on your side…you can definitely count me as an enemy." Static said, electricity crackling between his palms.

"I'm sorry it had to be this way." Vladimir answered. "Vortex!"

"On it!" Vortex yelled as she opened a portal behind the Hellions. Dashing inside, they left the Misfits and Static and Gear to battle the Dreadnoks. The portal opened up inside the special prison for Metahumans.

To say their appearance was a surprise would be an understatement. The guards were disarmed within minutes, leaving the prisoners flabbergasted.

"Who are you?" The shadowy metahuman called Ebon asked.

"We're your ticket out of here." Vladimir said evenly. He raised his voice. "Unless any of you want to stay?"

"Are you nuts? Get us out of here!" Hotstreak urged. Vladimir nodded.

"Very well." He nodded to Vortex who concentrated and opened a portal inside each of the cells. "Once you enter the portal you meet someone very powerful and influential. I suggest you do as she says." Vlad said, leaving it clear that anyone who didn't would shortly regret it. Half a minute later, the prison was emptied of all Metahumans.

"Mission accomplished." Vladimir grinned. "Right now the Bang Babies are at the Massachusetts Academy where Miss Frost will be introducing them to their new purpose in life." He had no doubt that she could talk to them, convince them that they could do greater things than simply rob and steal, and pick fights with Static—whom Vladimir still hoped would one day be an ally. After all, Miss Frost had managed to talk Vlad and his fiends into playing superhero and fight the Misfits.

"Do we go back to base?" Amira asked.

"The Dreadnoks are still fighting Static and the Misfts." Takashi pointed out.

"Should we go help them? Or leave them behind?" Rodriguez asked.

"As tempted as I am to leave the mercenary scum to the get their butts kicked," Vladimir sighed, "It won't do to leave allies behind on the battlefield. Vortex, take us back to the part." He sighed again. "I guess it's the stupid nobility that comes with being a hero. Makes me almost wish I were a villain."


	18. Chapter 18

The battle between the Misfits, Static and the Dreadnoks was decidedly one-sided.

"OWWIE, OWWIE, OWWIE!" Torch yelled as Static shocked his rear. Fred was tossing Road Pig/Donald over his shoulder, Gear had bound Zartan with metal coils, and Althea was beating Zanya up.

"Come on you Dreadnok hussy, you hit like a boy!" Althea taunted as she ducked a right hook from Zanya; then she proceeded to punch the green-haired girl in the stomach.

"OOOF—!" Zanya whuffed as the air was forced out of her lungs.

"Give it up Dreadnoks!" Duke yelled as the Misfit handlers traded fire with the remaining Dreadnoks. "You're on your own and losing! It's over!"

"THAT'S WHAT YOU THINK!" A voice yelled from above. The Omega Hellions dropped down into the fray, courtesy of Jacques telekinesis.

"What?" Althea yelped as Vladimir nearly landed on her.

"Surprise!" Vlad shouted as he fired red energy blasts from his hands. What was a nearly finished battle became a confused melee with the Dreadnoks and Hellions against the Misfits and Static.

"Come on!" Megawatt called to Static as he fired off a bolt of electricity. "Let's see whose the real master of electricity!"

Static calmly absorbed the electricity and sent it straight back at Megawatt. "Can you take what you dish out?" Static wondered as he sent back an even stronger bolt of purple lightning at Megawatt.

"Where's Lina?" Fred demanded as he Amria used her enhanced speed and dexterity to land on Fred's shoulder and nimbly avoided his efforts to dislodge her.

"Around." She said simply as she kicked Fred in the side of the head and leaped away right before Fred could slap at himself, as if she were an oversized mosquito to be squashed.

Althea and Static ended up fighting back to back. "This isn't good!" Althea shouted.

"I've been in worse fights!" Static said, misunderstanding her worry.

"I'm a hydrokinetic! If either of us uses our powers too close to each other…" Althea started.

"We end up shorting each other out." Static finished. "Great."

"I really wish my sisters were here." Althea muttered. "They could handle these guys no problem! We've really got to stop grounding them right before missions! Spyder too!"

"I'm just as soon glad my sister isn't here." Static grinned. "Even if she had powers."

Torch attempted to fry Angelica, which wasn't a particularly bright thing to try to do to someone with fire powers. "Yowch!" Torch yelped as Angelica fried his backside.

It was then that Zartan had a brilliant tactical insight. "Dreadnoks, retreat!" He yelled as he and his men headed for their vehicles. Zanya, despite wanting a chance for revenge against Althea, reluctantly joined the Dreadnok withdrawal.

Vladimir frowned when he saw the Dreadnoks start to run. "That's gratitude for you." He muttered, rolling his eyes. Vlad then ducked to avoid getting slimed. It was then that he decided not to push his luck any further than he already had today. "Vortex!"

"Right!" Semira called as she opened a portal back to their base. "Move it or lose it!"

"Not this time!" Lance said as he sent a tremor towards her. Semira fell over, hitting her head on the head ground.

"Vortex!" Jacques yelled as he telekinetically tossed Lance away. Amira ran over and looked her over.

"She's out of it!" Amira called to her comrades. "Without her the portal will close on its own! We have to go! **NOW**!"

"Everybody head for the portal!" Vladimir ordered, laying down cover fire as he and his team fell back. Amira and Jacques carried Semira through the portal, followed by Rodriguez. Takashi retreated very reluctantly, as it was un-Samurai like, but Vladimir made sure Takashi had left before he did, so he couldn't pull any banzai charges behind his back.

That just left Phelan and Vladimir to run for the wavering, shrinking portal. Vladimir reached the portal first. "Come on!" He called to Phelan.

Phelan ran. Just as he neared the portal Toad's tongue wrapped around his legs and he fell. Vladimir was about to run to get him when he felt a hand lie itself on his shoulder and yank him backwards into the portal. It closed behind him.

Vladimir fell backwards onto the floor. He stared up into the faces of his teammates. He was back home, at the base.

"We've got to go back for Phelan!" Vladimir said, getting up.

"We can't. Semira's got a concussion. She won't be opening any portals soon." Amira said softly.

Vlad clenched his fists tightly, glowing red with suppressed energy and rage. "Dammit!" He roared.

"I miss something?" Someone asked from behind him.

"We left Phelan behind! That's what you missed you nit—PHELAN?" Vladimir yelped as he turned around to see himself staring in Phelan's face. "But, how—?"

"I'm actually a clone. I leave a copy of myself behind whenever we have to leave the base. You know, get some extra things done, relax, loaf about…"

"Go through our stuff when we're not looking?" Amira asked dryly, folding her arms.

"That too." Phelan admitted. "So I got captured? Damn. That's gonna be some interesting memories to absorb."

"Are you still psychically linked to, uh, yourself?" Vladimir asked. Use of pronouns always became confusing when talking to someone who could make copies of himself. Phelan nodded.

"Um, what do we do with her?" Jacques asked, pointing to a prone form on the floor. It was the Misfit Dragonfly, Lina Chakram. Vladimir blinked.

"Where'd she come from?"

"Semira trapped her in that pocket dimension she can link her portals to." Takashi explained. "When she was injured, I suppose she accidentally linked that dimension to the portal home. She arrived when the rest of us did. Took a minute to subdue her."

"Hmmm…between Phelan's—or one Phelan's—capture and Dragonfly this situation could actually work to our advantage. For now, we'll have to leave the other you in captivity." Vlad said to Phelan. "Take Semira and Dragonfly down to the infirmary."

Vladimir smiled. "With luck, we may soon be calling Dragonfly 'comrade.' "


	19. Chapter 19

"I should have known it was too good to last." Scott sighed as the Misfits walked into the X-Mansion.

"Still, the Misfits haven't been by much lately." Jean said. "It's been about, what? Three months?"

"Best three months of my life." Scott said. "Might as well go see what they want." The X-Men headed towards the Misfits, who were standing in the doorway, when Logan suddenly recoiled.

"Haven't you kids ever heard of a shower?" He asked, covering his nose.

"I don't have super senses but even I can tell that you guys stink." Bobby said holding his nose. "Toad did you stop using that soap of yours?"

"We don't have any running water at the Pit." Toad said tersely. "Or electricity. Or gas."

"Or peace of mind." Wanda sighed.

"Like you ever had it." Pietro quipped, only to be hexed against the wall.

"General Hawk sent us over to talk…and use your showers." Althea admitted.

"Right. Anyone who gets between me and the first shower will die a horrible, painful, gruesome death." Wanda promised. "Anyone care to try it?" Everyone—Misfit and X-Men alike—shook their heads. "Thought not." Wanda said as she stormed off. "Need to wash out the stink of failure." She muttered.

Professor Xavier looked at the bedraggled Misfits. They seemed weary. Impossibly so. What had happened to them?

"Is something wrong?" Storm asked.

"Beyond the usual?" Scott clarified. The Misfits shot him a dirty look, though falling into their usual routine of baiting was helping to draw them out.

"We've been attacked, harassed, invaded, pranked, humiliated and generally driven up the wall by a bunch of maniacs for the last three months." Lance reported. "Do you have any idea what that's like?"

The X-Men all looked at each other with incredulous expressions.

"You're right Lance, we're sorry. We can't **imagine** what that could be **possibly** like." Scott said deadpanned.

"Alien experience to us at the Xavier Institute." Rogue agreed dryly.

"Completely inexperienced in that regard." Kitty added.

"Have no idea how you manage to put up with it." Kurt smirked.

"You're enjoying this, aren't you?" Althea sighed with a faint shadow of a smile.

"You bet." Scott grinned. "But whose been harassing you?"

"We need to know where to send the gift basket." Remy explained. The Misfits' patience was starting to thin.

"Yeah, very funny, ha ha, we got what's coming to us, hah hah hah." Pietro said impatiently.

"It's not funny, the guys that did this…well, they've hurt us." Angelica said, rubbing at her eyes.

"Where's Fred?" Jamie asked, noticing that the gigantic Misfit wasn't there.

"And Lina?" Rahne asked. Althea's mouth thinned. Angelica gave a quick sob and buried her face in her hands. The X-Men blinked.

"Fred's back at The Pit." Althea said flatly. "He has some things to work out, Hulk-style. Lina…" Althea sighed, "Lina was kidnapped."

"By who?" Xavier asked quickly.

"The Hellions." Arcade answered.

"Those guys?" Betsy gasped.

"Just when I thought Evan couldn't sink any lower." Roberto said, not noticing the hurt and conflicted expression on Storm's face. The Misfits shook their heads.

"It's not those Hellions. All new roster." Toad said. "A new team of the creeps."

"Why didn't you tell us any of this?" Xavier asked.

"We expected that you would know." Roadblock sighed. "And those Hellions creeps have basically been running the show. No power, no way to talk. If it weren't for the Mass Device, we'd all have to walk!"

"It's hard to send out an email or phone you guys up when the power is constantly going out. It also kinda slipped our minds." Shane said. Spyder nodded.

"They got a portal maker with them, and they've been opening portals to The Pit just so they could shoot at us with energy blasts." She told the X-Men.

"Courtesy of their leader." Althea said grimly.

"Ooh. Sounds rough." Rogue winced.

"Yeah, well losing Lina kinda takes the cake." Lance sighed.

"On the upside, we did capture of one the Hellions so maybe we could get them to make a trade?" Toad wondered. Althea shook her head.

"Considering that they first thing they did after the battle was to bombard The Pit again, I don't think they're going to go for it." Althea told him. "Right now we have Trinity working the prisoner over." The X-Men winced.

"Ouch." Logan said sympathetically.

"At least it wasn't Fred or Cover Girl. They're really upset. Even the Triplets won't be as bad as they would be, if they got the chance."

The X-Men looked at each other. "Look," Scott said. "We don't always—or even usually or even _ever_—get along, but if you ever need any help to get Lina back…"

"I could try scanning for her with Cerebro, but I'm afraid that if it is the work of Emma Frost, her students will be shielded from my efforts." Xavier offered.

"It's worth a shot anyway." Low Light sighed.

"What do you think the Hellions will do to her?" Rahne asked, voicing the question they all were thinking.

"We don't know." Roadblock sighed. "And for the life of me, I don't know if that makes it better or worse."


	20. Chapter 20

Back at The Pit, a distraught Fred Dukes was in the weight room under the supervision of Sergeant Slaughter and General Hawk, trying to work off his frustration.

All things considered, it could be going worse.

"I can't believe it!" Fred raged, red in face. "They took Lina! **THE** **HELLIONS** **TOOK** **LINA**!" Roaring, Fred picked up the nearest thing he could grab and hurled it against the wall.

Of course, it could be going a whole lot better too.

Unfortunately what Fred threw was a barbell and it smashed through the wall of the men's shower.

"Oh for crying out loud!" Lifeline shouted as he tried to cover himself up. "And we just got the water running again!"

"This is getting ridiculous!" Alpine agreed as he and about a dozen other men ran off in search of a towel or pants while being ogled by the base's women.

"Blob! I know you're upset but you've got to calm down!" Hawk told him, eyeing the remaining barbells uneasily. "You can't tear apart The Pit whenever you feel upset!"

"Yeah, do it to Cobra's bases!" Slaughter agreed. Hawk glared at him. That was not the message he was trying to get across.

"We're doing everything we can to get Lina back." Hawk assured Fred. "Trinity is interrogating the prisoner now. Hopefully he can either lead us to the Hellion's base or we can trade him for Lina."

"Gimme five minutes alone with him and **I'll **find out where Lina is!" Fred growled.

"We'll leave that as Plan B for now." Hawk said diplomatically. "I'm going to go see how it's going. If there's any news, you'll be the first person I contact, okay?" Fred nodded numbly. "Good. Try to stay calm." General Hawk said before leaving.

With some trepidation, Hawk made his way over to the triplets' room in Misfit Manor, where the prisoner was being held. Hawk poked his head inside. The triplets, in their lab coats, had tied the prisoner down and from the look of it had been going through their standard tactics: lipstick, hair-curlers, electro-shock…the usual.

"Any information?" Hawk asked as he stepped inside. The girls shook their heads.

"Nothing useful." Quinn replied. "Unless you want to know how to curse in Irish Gaelic."

"We're taking notes for dad." Daria said.

"We're helping him expand his horizons." Brittany chimed in.

"Nothing about Lina?" Hawk asked. The three girls shook their heads.

"Damn." Hawk sighed. "We'll have to risk using our deep cover agents in Cobra and the Hellfire Club to see if they know anything. In the meantime, keep working on the prisoner. Nothing unethical. Just unpleasant enough to get him to cooperate." The girls nodded.

"He's stubborn." Quinn admitted. "It's like he barely knows were he is!"

She wasn't far wrong. Phelan's clones had the ability to 'withdraw' themselves from the outside world until they were practically comatose so they could 'commune' with his fellow selves. His clones, by the same token, could do that to the original. Phelan had put himself—so to speak—in a state where he could stay in close contact with his clones and relay information to and from them.

Vladimir had ordered Phelan's clone back at the Hellion's base to have the original Phelan say nothing of value…until he told him to anyway.

The Misfits didn't realize it, but they had given their enemy the perfect spy into their home, right in plain sight.


	21. Chapter 21

Lina's eyes fluttered. The first thing she noticed was her headache. She tried to sit up and rub her head when she felt something rattling. Looking down she saw that she was tucked into a hospital bed. Throwing off the blankets—and feeling relieved she still had her clothes on—she found that her ankle was chained to the bed's rail.

"_Zdrast'ye_ Dragonfly. I was starting to think you were more seriously injured than we thought." Lina craned her head to see Red Nova sitting next to her bed, reading as he waited.

Lina's heart leaped into her throat. "Where am I?" She asked, trying to put up a brave

front.

"Our base." Red Nova said simply. "I realize that this is merely bourgeois politeness, but when in Rome…anyway my name is Vladimir Sergeyevich Tubarov. And you are—?" He knew Lina's name already from the files Frost had given him, but still wanted to engage her in a dialogue.

"Um, I think this is the part where I'm supposed to say that I only have you tell you my name, rank, and serial number." Lina answered hesitantly.

"Do you even have a rank? Or a serial number?" Vladimir asked. "That just leaves us with the name. Which would be…?"

"Lina Chakram." Lina sighed. "Am I your prisoner?"

"Pretty much." Vladimir admitted. "You are free to move about the base, though the control room and generators are off limits—not that you could enter them anyway and rooms are our personal spaces, so common rules of privacy should apply. Other than that, you're free to go where you please…in the base."

"And if I try to leave?" Lina demanded defiantly. Vladimir gave her a pitying smile.

"You can't." He said so simply that it never occurred to Lina not to believe him. "There isn't a door you can walk out of. Semira—you know her better as Vortex—is our primary way in and out."

"And before you get any ideas of trying to use your powers to overcome us," Vlad said, wagging a finger for emphasis. "I'm afraid you'll find that it won't work." Casually, he reached over and flicked his finger at one of Lina's wings. There was a hollow sounding thud and a multicolored swirl appeared just over the spot he tried to touch.

"What in the world—?" Lina asked in amazement.

"Forcefield." Vladimir said simply. "There's a small subcutaneous chip placed between your wings. It generates a small forcefield about a millimeter away from your wings that completely surrounds them. That means no slicing up the base—or us—with the edges of your wing. They also won't let you fly more than two meters or so off the ground." Vladimir paused a second to let that all sink in. "We've destroyed your communicator and deactivated your teleportation watch. GI Joe has no way to find you here."

"So what do you want?" Lina asked in a mixture of bitterness and fright. She was completely on her own here without the benefit of most of her powers. Vladimir calmly raised his hand. It glowed red as he powered up. Lina closed her eyes. She heard a slight sizzling sound, a snap, and then it was over.

She opened her eyes. Vladimir was holding the manacle that had kept Lina's ankle chained to the bed.

"For the moment." Vlad said mildly. "I want dinner. Care to join us?"

Lina didn't move. Vladimir sighed.

"We are not going to hurt you." He told her. "We're here to help."

"Help?" Lina asked incredulously. "By _kidnapping_ me?"

"I prefer to think of it as an inadvertent rescue." Vladimir shrugged.

"Rescue from _what_?"

"GI Joe. They're just using you, you know."

"Funny, I was about to say the same about you and the Hellfire Club." Lina shot back.

"The what?" Vladimir asked. Lina blinked.

"The Hellfire Club? You know, the evil illuminati type organization? They're powerful businessmen, crime lords, and powerful mutants who dress up in seventeenth century clothing and try to take over the world!"

"You had me going until you brought up the clothing thing." Vladimir said. "No one would try take over the world in seventeenth century clothing!"

"I know it's a stretch," Lina admitted. "But it's the truth! Frost is a member of the Hellfire Club's Inner Circle! The Hellions are just their shock troops."

"_Da_, and I'm really the Pope's _chauffeur_ on weekends." Vladimir deadpanned. "I'm afraid you and your friends are the ones being duped into being lackeys for rich businessmen bent on world domination."

"No we're not!" Lina said angrily. "We're part of GI Joe! We work for the army! For Congress and the US government!"

"Like I said." Vladimir said dryly. "Look, I know you aren't going to believe me right away so we might as well shelve this discussion for later. In the meantime, I'm hungry, my team is hungry, and you're probably hungry so why don't we just go to the kitchen and eat?"

"Why should I make things easier for you?" Lina demanded. "What if I refuse to eat until you bring me back to the Misfits?" Vlad's face turned dark.

"Threatening to starve yourself? Is suicide your answer to all your problems Miss Chakram? Whenever you're faced with a change in venues or a new problem you threaten to end your own life? Haven't you **tried** that **already**?" He asked stormily. Lina flinched. "I'm sure your friends wouldn't be happy to hear that you tried to do it again."

"That isn't,--that's not what I, I mean I…" She trailed off and looked down. Vladimir exhaled and softened his voice.

"I know this can't have been an easy day for you, but not eating isn't going to make it better. Come to dinner. I expect to see you there in ten minutes." Vladimir said as he turned around and left the infirmary.

Lina Chakram sat on her bed and hugged her knees to her chest. She waited for about five minutes. Then she went to find something to eat.


	22. Chapter 22

Lina looked at her plate. Dinner looked delicious but she couldn't really enjoy it. She kept looking around the table at the Hellions eating with her. She was afraid that the moment she turned her attention away from her food they'd all attack her. Her heart leapt into her throat as the Hellion called Evasia—whom she learned was named Amira—turned to her. Lina tensed, waiting for the blow to fall.

"Please pass the salt." Amira asked. Lina numbly grabbed the saltshaker and handed it to her, her hand trembling.

"Don't drop it." Phelan smirked as he noticed. Amira glared at him.

"Will you knock it off? The poor thing's terrified!"

"With you cooking I can't blame her." Phelan smirked.

"And I thought the real you was irritating." Amira groaned. Lina blinked.

" 'Real him?' What do you mean?" She asked. Amira jerked a thumb at Phelan.

"Phelan makes copies, clones of himself like this one here." Amira said. "Unfortunately none of them are any improvements over the original and what little brains and personality he has is spread out among all his clones."

"Ha! I've got more talent in one clone's little finger than you do in your entire body." Replied 'Phelan.' "I mean look at the food! See!" He grabbed several pieces of falafel off the plate and threw it at her. Amira retaliated by dumping mashed potatoes down his shirt.

"Knock it off!" Vladimir snapped. "Honestly you two are acting like a couple of…like a couple of…"

"Misfits?" Jacques suggested wryly.

"Hey our guest resembles that remark!" Rodriguez protested. Lina looked around.

"Out of the therapists office and into the loony bin." She muttered to herself.

"Sounds like you'll fit right in." Amira whispered to her. "You're already familiar with the basics of insanity…"

"Enough." Vlad said. "We're not insane…I think."

"Denial." Semira said to Phelan.

"Absolutely." He agreed.

"Any news from Miss Frost?" Takashi asked, trying to steer the conversation back to a saner place. Vladimir nodded.

"The Meta-Breed has agreed to do as Miss Frost says." Vlad said. "Most of them are a little too rough around the edges for the Massachusetts Academy, so they're being sent to the H.I.V.E. Academy." Lina gagged on her dinner and needed Amira to slap her on the back.

"**The** **H.I.V.E. Academy?**" Lina gasped after she finally forced her food down. She had heard of them from the Teen Titans, who had keep in touch with the X-Men and Misfits ever since Rahne helped out Beast Boy and Jinx. "Miss Frost has connections to them too?"

"Connections nothing." Phelan told her. "After she kicked out that wacko Brother Blood, she reinstated the old Headmistress. She works for Miss Frost now and so does the HIVE."

"I don't believe it." Lina said. The Hellfire Club was amassing a lot of powerful mutants, metahumans, and superpowered humans under their control. "Don't you know that the H.I.V.E. Academy trains _villains_?"

"It used to." Vladimir conceded. "But not anymore. Now that Miss Frost is running things, the H.I.V.E. Academy will be more like the Massachusetts Academy."

"_So no change then?"_ Lina thought to herself. "What kind of school would accept gangsters and thugs like the MetaBreed? They're just a gang with powers!"

"Your comrade Shane 'Shooter' ran a gang too. What makes him so different from Ebon?" Vladimir asked around a mouthful of potatoes.

"It's not the same! Shane…did some bad things, but he had his standards; lines he wouldn't cross. Ebon is something else again."

"Then this is a chance for him and his fellow Metahumans to make something of themselves besides criminals." Vladimir said simply. "In a couple of years even Static will be hard pressed to find a problem with the MetaBreed."

Lina tried to explain to them all that they were being used, but they either just glared at her or simply ignored her. Wearily, Lina pushed her chair away from the table, stood up and walked out of the kitchen.

She walked through the hallways and corridors, idly checking for an exit. Vladimir was telling the truth when he said there was no way out. Lina sighed. She kept walking, trying to find a place to think, not knowing that she was being followed.

Lina walked into a room to find a large indoor swimming pool. She sighed and sat down near the water's edge. She peered over into the pool to see her reflection; an attractive—not that she thought of herself that way—dark-skinned girl of Indian and African-American descent with antennae, blond hair so pale it was virtually white, solid green eyes, and gossamer wings; staring back at her.

She never felt so alone. For the first time since her parents disowned her, she was truly alone from all the people in her life who mattered to her, her new family. She was trapped in a base full of her enemies, even if they weren't trying to actually harm her were still keeping her from her family, her friends…

Her vision blurred as her eyes started to tear up. One drop rolled down her cheek to fall into the pool, distorting her reflection in the tiny ripples. Lina wiped her eyes and leaned over as she thought she saw a dark shape in the water. Lina leaned over and nearly had a heart attack as a gray blur popped out of the water right in front of her face and…gave her a kiss?

Lina blinked as she idly wiped her mouth of the fish-smelling taste. The dolphin that kissed her threw back its head and gave the squeaking, barking laugh for which dolphins for famous.

"I think she likes you." Amira said from behind Lina. Lina spun around.

"You have a _dolphin_ in your base?" She sputtered. Amira gave her a grin.

"Not quite. Naomi! Come on, it's time to come out." Lina stared as the dolphin gave a sad, pleading look, as if it understood everything Amira said. Amira just raised her eyebrows and looked down, over the rims of her glasses. The dolphin headed towards a ladder and turned into a little girl in a bathing suit.

"She's a mutant?" Lina asked Amira as she was wrapping the girl up in a towel.

"Yup." Amira said as she finished. "Naomi, this is Lina. Lina, Naomi."

"Hello." Lina said. Naomi blinked and said something that Lina couldn't understand. She turned to Amira for a translating.

"She thinks you're pretty." Amira told Lina. Lina blinked in surprise.

"She does?"

"So hard to believe?" Amira asked. "I'm going to go put Naomi in bed. Because we don't exactly have a lot of room to spare you'll be sharing a room with me. It's the third door on the left." She pointed the way. "You can go inside and wait for me. Then perhaps we should have a talk."

Lina gave a weak nod as Amira led Naomi away, still stunned that they had a child here. For some strange reason, she felt that things were only going to get more confusing from here on out.

She had no idea just how right she was.


	23. Chapter 23

A/N: Back story time! Be prepared for some secrets, angst, and politicized discourse. You've been warned.

Lina walked into the room Amira had pointed out to her. There were two beds, one of them looking noticeably lived in. "Definitely Amira's." Lina reasoned and went to the other one. On it was a nightshirt with the back torn halfway down. "For my wings, I suppose." Lina guessed as she started changing. It was late and she was really feeling tired.

She had just finished changing when Amira walked in. "All settled in?" She asked. Lina gave a weak nod. Somehow it was more disturbing that she was being treated as a sleepover guest than as a regular prisoner.

Amira walked into the bathroom, changed, and walked out again. "You ready to turn in too?" She asked.

"I guess so." Lina said as she crawled into her bed. "Not that I'm complaining, but why aren't I in a cell or something?"

"Well for one thing, my room has a spare bed for when Naomi's not feeling well or when she doesn't want to spend the night alone. But mostly, you're not in a cell because we don't want you to be." Amira said as she got into her own bed. "You're already in one back with the Joes. Why put you in another one here?"

"I'm not in a cell!" Lina protested. "The Joes are my family! I **want** to be there, can't you understand that? I **chose** to go to them!"

"Did you?"Amira asked softly. "Would you have gone to the Joes if it weren't for the fact that you had nowhere else to go?" Lina had a hard time not flinching. Where **would** she be now if her family hadn't thrown her out? At home? At the Xavier Institute? It certainly wouldn't have occurred to her to seek out the army on her own…but she was happy now. That's what counted, wasn't it?

"And what about Shane and the ex-Brotherhood members?" Amira asked. "For them it was a choice between the Joes or jail. Not exactly a free choice."

"Did you choose the Massachusetts Academy of your own free will?" Lina asked.

"Mostly." Amira sighed. "It's a long story."

"I've got time," Lina said, sitting up in bed. "I'm not exactly going anywhere." She said wryly.

"Heh." Amira gave a weak laugh before returning to her own thoughts. "Well, I suppose I have to tell you a few things about myself. I'm from Gaza City…you know of it?"

"I've heard it mentioned in the news." Lina admitted, tactfully neglecting to mention that it was almost never mentioned in a good way. Amira probably knew as much, but didn't say anything.

"I was born in the Gaza Strip. My parents were refugees from the 1967 war…I grew up in one of the refugee camps along with my parents, older brother, younger sister, and a couple of cousins and extended relations."

"Life was…well being a refugee says it all doesn't it? After the violence broke out again a couple of years back, things became even worse. Bombs falling, electricity and water cut off, unemployment, less food came in…and then there were other problems." Amira said. "I don't buy into a lot of—or even most—of the Marxist stuff Vlad spouts, but I've seen one thing Marx said in action." She closed her eyes and quoted from memory.

" 'Religious distress is at the same time the expression of real distress and also the protest against real distress. Religion is the sigh of the oppressed creature, the heart of a heartless world, just as it is the spirit of spiritless conditions. It is the opium of the people.' " Amira finished, shaking her head. "I've been hanging around Vlad too long. Anyway, the worse things got in Gaza, the more powerful religion and tradition became—and that also went for movements like Hamas."

"I think I see where this is going…" Lina said.

"I doubt it." Amira said sadly. "You have to understand, my people as a whole are not—or weren't at any rate—that religious compared to other Arab and Muslim peoples. Our religious leaders complained that we were wine bibbers and pork eaters! We were considered one of the most cosmopolitan peoples in the Middle East! Largely secular, our leaders included leftits, Christians, and **women **that participated in politics and didn't wear the veil! But when things got bad, and I mean **real** bad…" Amira trailed off.

"It was a problem when everyone started getting up in arms about religion and traditional values?" Lina suggested. Amira gave a tight smile.

"Well traditional values don't look too kindly on being…" she mumbled something incoherently. Lina blinked.

"I'm sorry, what did you say?"

"I said that the traditional, religious types didn't look kindly on being…on being…I'm bisexual, all right?" Amira said in exasperation. Lina winced. **Now** things were starting to become clear.

"And you were afraid of being caught and outed…" Lina said sympathetically. Amira nodded.

"When you're in a community where tradition and honor is extolled above virtually everything else it can be dangerous to transgress tradition. Ever hear of 'Honor Killings'?" Amira asked. Lina, eyes widening, nodded.

"Does your family know that you're…?" Lina started to ask.

"My family is dead." Amira said flatly.

"I'm so sorry. How, I mean what—" Lina trailed off under Amira's suddenly furious glare.

"I'm a Palestinian. What do you think happened to them?" Amira demanded hotly. "Israel raided the Gaza strip one day with an Apache helicopter—courtesy of the American military—" She added bitterly, hot tears starting to shed. "They fired their rockets and the next thing I knew…" Amira choked. "The next thing I knew." She continued softly, choked with an occasional sob. "I was alone. If I hadn't been at the marketplace at the time…" She looked away so Lina wouldn't see her wipe her eyes.

"Amira?" Lina said, starting towards her. "I'm really sorry." Amira gave a quiet gulp and turned back to her.

"Thank you. My mutation manifested itself a short while later. Then things became even worse. Some Israeli soldiers were having a gun battle in the strip again and I started to run away. The next thing I knew I was running faster than I ever had before. When I heard bullets being fired near me I just started—leaping and jumping and twisting out of the way. It was incredible." Amira said, smiling slightly. "But no one else saw it that way."

Here Lina was on familiar ground. "You ran into anti-mutant bigotry."

"Yeah. Everyone was after me, and I mean, **everyone**. If I thought it was hard being a closet bisexual it was nothing compared to being an exposed mutant! The Israelis were afraid that with my skills at evasion, speed, reflexes, and dexterity I could become a dangerous terrorist and sneak into Israel to blow people up. They had their troops put out an order for my arrest…or death. Ironically the groups that Israel was afraid I would join—like Islamic Jihad—wanted me dead too. Their attitude towards mutants wasn't any really different than Stryker's. The Israelis caught me first. I was arrested, labeled a 'security risk, and locked up."

Lina stirred, sitting in rapt attention. The entire story sounded like one of those "There but for the grace of god go I…" sort of narrative.

"One of the recruiters for the Massachusetts Academy found out about me and somehow managed to influence the decision to not leave me rotting in jail for the rest of my life. Instead, I was deported which was almost as bad." Amira said.

"How'd you meet Naomi?" Lina asked. She didn't want to say that she found it surprising for a Palestinian to be able to bond with a Jewish Israeli—even if they were both mutants—but there was really no other way to put it. Amira explained.

"Naomi I met before the Israelis arrested me. I think her family, were either Jewish settlers living in the Gaza or maybe from Israel itself. In either case, they kicked her out when her mutation manifested itself early. Turned into a dolphin at a public swimming pool. Caused something of a big flap."

"I can imagine." Lina nodded.

"When the recruiter offered me something besides life imprisonment in an Israeli jail, I convinced him to take Naomi too. I didn't want her to end up in jail, or a secret agent, or lab specimen somewhere. And that's how we ended up at the Massachusetts Academy."

Lina suddenly felt that, as bad as her experiences were, Amira had it worse. She grew up having to deal with pressure from all sides; being occupied by a foreign country, religious extremists in your own communities, corrupt governments, being bisexual **AND** a mutant…

"I can't imagine what it was like for you." Lina said honestly. "I'm…I'm so sorry." Amira bit her lip and turned away.

"You want to know what the worst thing is?" Amira said bitterly. "It's that…on some level I don't want to admit to myself…I think that I'm almost grateful my family died before they found out about me—Oh Allah that sounds horrible! It's just that…" Amira sniffed as she started to cry. Lina walked over and put her hand on the older girl's shoulder as Amira cried.

"When they died…they died loving me. They didn't know I was bisexual or a mutant…they loved me. But if they lived long enough to see me exposed…would they have still loved me? Would they have rejected me or even…" She couldn't finish; she just buried her face in her hads and cried. "What kind of person does that make me?" Amira wailed. "A person who feels gratitude to her family's murderers for protecting her secrets from them? A person who'd rather have her family's love from the grave rather than a family at all? Oh Allah, I'm horrid…What kind of person am I?"

"You're a person," Lina said, as she held the other girl in her arms. "Who wants—needs—to feel loved. My family rejected me when I became a mutant. Sometimes I feel the way you do now. But the important thing is that I've a place where I'm loved. If you can say the same, you're in good hands."

Neither one of them said another word that night. Amira cried herself to sleep and Lina sat there wondering about how many other mutants were out there going through what Amira did?

Above all, she wondered just what was she going to do next.


	24. Chapter 24

"Hey Freddy, want to order out?" Toad offered. Fred said not a thing. He just sat on the sofa in Misfit Manor with his arms crossed, not even bothering to look in Toad's general direction.

"Anyone up for a pizza? Hot wings? Chicken? Chinese? Italian? Thai? Greek?" Lance asked, suggested some of Fred's favorite places.

"Fred, do you want to go bug the X-Geeks?" Pietro asked. "We could steal Beast's twinkies or release a termite swarm in Jean's room…" He said tantalizingly.

"I could beat up Pietro for you." Wanda said.

Nothing.

"Come on Freddy, don't be like this." Toad whined. "Isn't there anything you want to order? A cheeseburger? Chili? Anything?"

"I'm **NOT** hungry!" Fred snapped at them. "Beat it!" Stunned, hurt, and a little scared; Fred's friends withdrew.

It had been two weeks since Lina was taken from the Misfits during the Battle of Dakota City. They hadn't heard a thing from her since. Despite Xavier's best efforts and the combined resources of the X-Men and GI Joe the Hellions—and Lina—remained out of their sight.

Fred had taken it the worst of anyone. When he wasn't tearing apart the base apart he simply plopped himself down in his room or in the living room—like he was doing now—and refused to say a word.

Roadblock looked in from the kitchen and shook his head. "Fred's really out of it." He told the other Joes at the table. "Frankly, I'm worried."

"You must be, if you're not rhyming." Shipwreck said weakly. "I don't understand it, how could the Hellions just vanish like that? I mean, we should've been able to find **some** trace of them!"

"They're not at the Terror Dome." Cover Girl said. "The Renegades practically tore that place apart looking for them. They're not at the Massachusetts Academy, or any other haunt we know of.

"And the girls haven't pulled _anything_ from the prisoner?" Low Light asked in surprise. Shipwreck shook his head.

"They think its part of his mutation, to draw his mind inwards like that." Shipwreck said. "It…I dunno, detaches him from the outside world or something. The triplets, uh, usual methods aren't getting much from him. Even their psychic powers aren't really getting to his mind."

"Xi managed to tell us that he's can make copies of himself, like Multiple but that's about all we know." Roadblock added.

"Why not just get Xavier or Jean to poke inside this guy's head and see what's going on?" Toad said as he and the other Misfits—sans Fred—walked in. Roadblock sighed.

"It's…not that simple. While the prisoner's mind is too far out of reach for psychic abilities, telepathic abilities probably **could** reach his mind…However the problem is; is that his mind is so withdrawn a usual mental scan wouldn't cut it. It would have to be more…invasive."

"So that's the problem? Xavier's too worried about being 'invasive?' " Lance snorted. "That's a first! So he violates this guy's privacy. Big deal, it's not like he hasn't done it before."

"It's not the same." Cover Girl answered. "Usually Xavier uses his abilities to scan surface thoughts, erase short-term memories, or to try to help someone with their inner problems. He only goes deep into an enemy's mind in the middle of a fight. Here…it would be against a prisoner who has no real telepathic defenses and Xavier would have to go so deep into his mind to find the information we need...it'd be the mental equivalent of rape." Everyone flinched at the description.

"That's…where things become complicated." Roadblock finished. "As much as they want to help, Xavier and Jean can't agree to something like that. And I'm not so sure I want to force them to." He admitted. "Besides, there's no way of guaranteeing that he'll even know anything of value with regards to Lina. The only way we see those guys showing up anywhere is through their portal maker."

"So we've got nothing." Althea sighed. "Is there anything else we need to know?"

"We've got a mission coming up." Low Light said. "Trinity told us that while they were interrogating the prisoner a while ago, the machine Arcade built to keep track of mutant sightings told us of a sighting in New York. From what they told us when we dropped in to see them, this is one mutant apparently **not** caused by Striker Sunday and **not** in District X. We think this one's been around for a while and is pretty powerful at that."

"A mission? Without Lina?" Angelica said.

"Without Fred too." Althea sighed. "He's in no shape for a mission and if we ran into any opposition, he'd go Hulk on them. It wouldn't be pretty."

"So, if it's the Hellions why would that be a bad thing?" Pietro snorted.

"Because if he kills them all we won't be able to find Lina, lamebrain!" Wanda said, smacking him upside the head. "And it it's the Purists or FOH or something, mutants will get a bad name for beating up people."

"Maybe if we pick up a new recruit he could help us rescue Lina!" Arcade piped up. "The Hellions won't be expecting it and that gives us an edge!"

"Yeah and if he has the right powers he could find Lina for us!" Toad added, getting excited.

"Unless the Hellions snatch him out from under us like they did with the Metahumans." Shane mumbled.

"At least we got to meet Static." Toad pointed out. "Didn't you always say that he was a hero of yo—OWW!" Toad said as Shane stomped on his foot.

"He's got a point." Wanda said, indicating Shane.

"Nah, the Hellions of no way of knowing who we're going after, or that we're even going after everyone. Trust me, they're completely in the dark about this." Shipwreck assured them. Not knowing just how completely wrong and in the dark **he** was about this.


	25. Chapter 25

**A/N: Next bit up! I'll be no one saw this coming!**

00000000

New York City in October was a fairly pleasant place but none of the Misfits found that they could enjoy it. As upset as they were over Lina's abduction they barely even noticed their surroundings. The Mass Device could have just as easily sent them to Kabul, save for the fact that there would be slightly less angry people wanting to kill them.

The death glares they received from the people they could and did ignore. What they couldn't ignore was the fact that they were completely and utterly lost.

"What do you mean you don't know where we are?" Althea demanded of Shipwreck. "This is the last time I leave the map in your hands!"

"Which in retrospect was a pretty dumb thing to do." Lance said blithely, prompting Althea to stomp on his foot.

"Hey, I'll have you know that I'm a skilled and accomplished navigator!" Shipwreck said. "Why, one time I sailed all the way from Boston to Lisbon using only a compass!"

"That would be more impressive if it weren't for the fact that you were supposed to go from Boston to **New York**!" Cover Girl interjected.

"Well, we're here now, aren't we?" Shipwreck said.

"Shipwreck, that mission was over a **decade** ago." Roadblock groaned.

"So I'm a great navigator but my timing stinks?"

"Arggh, give me that!" Althea growled as she snatched the map out of her father's hands. "Where do you **think** we are?"

"Right there." Shipwreck pointed. Althea followed his finger and blinked.

"Dad, that's the little emblem for 'Here Be Monsters.' " She groaned.

"Well, am I wrong?" Shipwreck said as he jerked his thumb over his shoulder at the rest of the Misfits, particularly at Wanda who was maiming Pietro over some matter best left unmentioned.

"I plead the Fifth." Althea sighed. "Come on, let's just find this mutant and go home."

"Agreed. I'm not exactly loving this place." Shane muttered.

"Don't you just love East Coast, West Coast rivalries?" Wanda said dryly.

"About as much as the NYPD would love me." Shane replied.

"I think we're near the place where Arcade's machine picked up that police transmission." Low Light said. "I just wish Spyder and Trinity could've come with us."

"Yeah, rotten luck that they came down with the flu." Shipwreck said. A more suspicious or clever minded man may have stopped to wonder at just why it was that Spyder and Trinity just _happened_ to get sick or punished or whatnot and end up missing their recent missions like this. But Shipwreck wasn't, so he didn't.

The Misfits looked up and down the street they were on. There was a Chinese resturant, a souvenir store, a music shop, and an electronics shop. "So how do we know our guy when we find him?" Pietro asked.

"Or girl." Angelica added.

"Well, Xi's got a pretty good instinct when it comes to finding mutants, even without actually touching them." Blind Master said. "He should be able to let us know when we're close."

"I don't sense anything that says 'mutant' to me." Xi said, "But this area does give off a strange feeling. Something that's not quite normal…"

"It's probably my stomach." Toad said. "I've been trying to get Fred to eat something so much I ended up missing breakfast today. And lunch."

"I wasn't going to say anything but I'm getting hungry too." Lance said.

"Why don't we grab some Chinese?" Althea suggested. "I'll go take a look in that electronics shop to see if I can find something to make my sisters feel better. They like new electronic equipment."

"We'll meet back here in five." Roadblock said as they split up. Heading into the restaurant the earned some dark stares and mutterings, but no one had the guts to do anything.

"Really with Freddy was here." Toad sighed. "He loves Chinese food."

"Toad, Fred loves **all** food." Shane pointed out.

"That's not true!" Lance said. "He doesn't like…uh, he doesn't like—"

"Anything Kitty makes." Wanda finished.

"I said **food**, not 'horrible inedible crap that can't be legally recognized as food.' " Shane replied.

"You have a point." She admitted.

"Well, Fred's really upset about Lina." Angelica sighed. "I can't blame him. Do you think that the Hellions are…?" She couldn't finish and no one else cared to.

"They better be treating her okay." Wanda growled. "Or else they and the prisoner back at base are gonna have to deal with **me**!"

"I'm sure they are." The waiter said as he dropped off their food.

"Well we want to think so—hey, wait a minute! How would **you** know?" Shipwreck asked. The waiter smiled.

"Hello!" Vladimir said as he powered up. "Enjoy your meal!" He blasted the plate he just delivered, coating the Misfits with bits and pieces of Chinese food. "I've always wanted to do that." He grinned as he took off.

"**GET** **HIM**!" Lance yelled as Vladimir ran out the door.

"Hey check out my fortune!" Toad said as he grabbed a fluttering piece of paper that had been released when a fortune cookie was blown up. " 'You will have a great surprise today.' Freaky, huh?"

"Shut up!" Wanda snapped. The Misfits and Joes ran outside to find Vladimir and the rest of the Hellions waiting outside for them.

"What are you doing here?" Roadblock demanded.

"Well I came here to show solidarity for transit workers that went on strike, but when I saw you guys here I figured I could kill two birds with one stone." Vladimir said, not giving any indication that Phelan—even while he was the Joes prisoner—was still a valuable conduit of information.

"What have you done with Lina?" Cover Girl asked, her voice low and deadly. Vladimir shrugged.

"What have you done with Side-Splitter?" He asked rhetorically. "Shall we do the gratuitous fight scene now?"

"You have no idea what gratuitous means." Wanda snarled. "But you will once **I'm** through!"

"Me first!" Pietro said as he ran ahead swiftly running around the Hellions in a dizzying display of pure speed…that was completely ruined when Forceflow simply used his telekinesis to lift Pietro off the ground. "Aww, no fair! I **hate** telekinetics!"

"Ditto!" Wanda said as she hexed the distracted Forceflow. Pietro fell to the ground.

"OW! Watch it!" Pietro said, rubbing his sore behind.

"I **was**." Wanda smirked.

"Watch this." Vladimir muttered as he nearly took Wanda's head off with an energy blast.

Toad tried to slime Evasia, who nimbly jumped aside, leaving some random bystanders covered in green slime. Megawatt tried to electrocute Lance, who responded by tearing up the street they were fighting in, thus ensuing even worse traffic jams than usual in New York City.

Xi and Metatak went at it with hammers and tongs before deciding that it would be much more efficient, to say nothing of being less silly, if they just used swords instead. Shane and Vladimir spent a good five minutes exchanging fire with each other before the ex-gang leader was taken out by a quick to the head, curtsey of Evasia.

"Don't tell me you started the party without me." Althea said as she stepped out of the electronics shop she had been in.

"Just waiting on you." Vladimir smiled as he prepared to blast her.

"Stop! What are you doing?" The owner of the shop, a short, elderly Chinese man exclaimed. "You'll wreck my store! And the whole neighborhood!"

"Nice to know where you're priorities are." Vlad drawled, shaking his head. "The petty-bourgeoisie, is there anything more annoying?"

"Yeah, you!" A voice shouted from above, accompanied by a blast of fire.

Vladimir leaped to the side, nearly barbecued alive. "What the—!" He shouted as he looked up. He jaw dropped. "You've **got** to be kidding me!"

"Same here." Lance blinked as he looked up. "Is that a—?"

"Yup." Althea said. "It is."

"Yo whazzup homes!" The red dragon grinned. "The American Dragon is in the hizzae!"

00000

A/N: I TOLD you no one would see it coming.  


	26. Chapter 26

Jake Long, the American Dragon, flapped his wings as he looked over the scene. "Are you wack? Bringing this jazz into **my** neighborhood? You are so asking for beat down, American Dragon style! Ya dig?" Vladimir just blinked and whispered to Amira.

"Who teach him English?" He asked dryly not understanding half of what Jake was saying. Amira shrugged.

"Look yo, I'm the defender of the magical community of New York City and I **don't** like it when other wackos decide to have a gang war right in front of my grandfather's shop!"

"We thought you were a mutant. We're here to save you from becoming the latest specimen of the American military." Vladimir said. "If they take you, the magical community will be exposed and you'll be a laboratory specimen!"

"Yeah, and I'm the Te Xuan Ze." Jake snorted in disbelief. "I know those guys, or at least, I've heard of them. They're the Miscreants."

"That's Misfits!" Althea shouted. "What? Do we need to take out ads?"

"Whatever. Point is; they're the good guys." Jake said, "You're fighting with them. That makes **you** the bad guys." He grinned. "And I **toast** bad guys!" He spat a burst of flame out at the Hellions.

"Scatter!" Vlad shouted as he fired back. As the streets of New York quickly became a battlefield for the Misfit vs. Hellions fight, Round 27, Vladimir decided that he could handle Jake Long himself. Big mistake.

"OOOF!" Vladimir grunted as Jake's tail smacked into his chest, sending him sprawling into some trashcans. "I hate dragons." He muttered.

"Aww, now where's the love?" Jake smirked.

"I don't know who told you that bantering with your enemy was a good idea." Vladimir breathed heavily. "But whoever it was is an idiot."

"How so?" Jake asked.

"Well you see it's simply a matter of—attack now, Cheap Trick!" Vladimir shouted, apparently to someone behind Jake.

"Huh?" Jake asked as he started to turn around before he really processed what Vladimir had said. "Waita—oww!" He winced as Vlad blasted him. "Hey yo, that stings!"

"Not as much as this will!" Althea promised as she used her powers to draw a stream of water out of a fire hydrant to blast the Hellions.

"Megawatt!" Vlad ordered. "Now!" Megawatt nodded and sent a stream of electricity at the water pudling under the Misfit's feet. Althea, having been caught once by this trick, managed to leap aside. Some of the other Misfits weren't as lucky.

"YIEEE!" Pietro yelled as he was electrocuted. He didn't seem hurt that badly, though he did scream again when he saw his static-filled hair in his reflection in the water. "My hair!"

"Oh brother." Wanda shouted. "Great, now I get to hear him whine about his hair for the next three days. **Thanks a lot you bums!**" She shouted at the Hellions. "Take **this**!"

'This' was a concentrated blast of Hex bolts that sent everyone's power haywire. Jake shot a fire blast at Vladimir only to end up lighting his tail on fire.

"YOOWWW! HOT, HOT, **HOT**, **HOT!**" Jake shouted as he splashed down in the water, trying to extinguish himself.

"Let's get out of here!" Vladimir said, taking advantage of their enemies' confusion. Vortex opened a portal and the Hellions started running through it. But just before it closed, a glass bottle with a white piece of paper inside fell out of the portal and landed on the street. Roadblock sighed as he surveyed the damage to New York.

"Battles always leave a mess, but it was worth it, I guess."

"Great. They got away again." Low Light muttered.

"Well on the plus side we have a dragon watching our backs." Todd said, pointing to Jake.

"Better him than Lockheed." Lance agreed.

"Hey, what's this?" Arcade asked as he picked up the bottle with the note. He took the note out and started to read it. "It's from Lina!"

"What? Give me that!" Cover Girl said as she snatched it from him. She started to read aloud.

'Dear everyone, I want you to know that I'm okay. The Hellions have kept me locked up in their base—where that is I still have no idea—but I haven't been hurt and have been treated well. I'm trying to escape but it doesn't seem possible, portals and teleportation seem to be the only ways in or out. The Hellions are not what we thought they were. They're…confused and mislead, but they are not psychopaths or killers. They're just misinformed. I wish I could be there to help you. Whoever's reading this, please tell Fred…tell everyone…that I miss them very deeply.'

"Love, Lina." Cover Girl finished.

"Well, at least we know she's okay anyway." Althea sighed. "It's more than we knew beforehand."

"Um, I hate to interrupt but can someone **please** tell me what this was all about?" Jake said, pointing a claw at the wrecked street. "Do you have **any** **idea** how much of a headache this is going to cause me? Oh man, I just know Rotwood is gonna come snooping around here after this…"

"Sorry, but I think we can make it up to you." Althea offered. "Tell me, what do you think of the chance to lay a smack-down on some creeps on a regular basis…?"

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LATER

"That was some quick thinking, offering to make Jake an honorary Misfit." The Blind Master said as the Misfits returned back to The Pit. "It's good to have as many allies as possible."

"Who **don't** want to kill us," Shipwreck chimed in.

"And whose fault is that?" Roadblock asked.

"Still, it was weird whenever we find out about the magical world; the Seftons, Strange and Barumpbump, the Charmed Ones, the Slayers, werewolves, demons, and now dragons!" Todd said.

"Yeah, that talking dog was weird!" Pietro agreed.

"How so?" Lance asked.

"You forget that not all of us see a talking coyote on a regular basis." Angelica drawled.

"We do when my sisters play around with the McGuffin Device." Althea corrected as she walked in the door. "It's a good thing that they were…too…sick…?" She shouted when she saw her sisters and Spyder—who were **not** sick with the flu—and the room around them was in shambles.

"**What** happened?" Althea growled at them. Trinity and Spyder coughed and looked sheepish.

"Um…long story?" Trinity offered.

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What DID happen to the Misfit Manor? What have Trinity and Spyder—and who knows whom else—been up to while the Misfits were gone? Find out in an upcoming side-story called "Days of Our Childhood"


	27. Chapter 27

**A/N: Sorry for the long delay! I had (still have actually) several papers to finish and a final coming up. I was also planning to finish Days of Our Childhood first, but then decided against it. All three stories will continue as work permits.**

**Origins** **Revealed**

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"I don't believe this!" Althea groaned after hearing what Spyder and Trinity have been up to behind their backs. "I shouldn't be surprised and yet I still am!"

"No small achievement that." Wanda said. "Every time you think we've figured your sisters out they pull something like this!"

"Well, on the bright side we did kick Hellion butt today!" Toad chimed in. "And we've got a new friend in New York!"

"That's true." Althea agreed. "And maybe Lina's letter will help cheer Fred up."

"Not to mention give us insight on our foes." Roadblock agreed. "We can stop them from giving us woes." He opened the rest of the letter Lina had sent in the bottle, it was about the different Hellions and what she had managed to learn about them while she was staying with them, which was a considerable deal.

"Check this out." Cover Girl said as she skimmed over it. "Metatak's name is Takashi Watanabe. His family's apparently big on tradition and kicked him out when he became a mutant. Apparently he thinks that if goes all samurai on America—I guess they had family in Hiroshima—they may think he's honorable enough to take back. He hopes anyway."

"Sure." Pietro snorted. "**That'll** work. Like obeying your father and carrying out his every whim will make him finally see you as something besides hired help. As if worshipping him will give him the_ acceptance he worked his entire life to get—_" Pietro seethed.

"Chill Pietro." Low Light said as he also went over the letter. "Apparently Forceflow—one Jacques de Montesquieu—is in a similar position. Minus the Hiroshima and samurai stuff."

"They're all basically like that." Spirit noted. "Vortex and Megawatt; Semira Bashar and Rodriguez Idiaquez, respectively, lost their families. Semira's in Eritrea's war with Ethiopia and Rodriguez's to border vigilantes when they tried to enter the US from Mexico."

"And Side-Splitter, our prisoner upstairs, is named Phelan O'Brian. Irish, not that we didn't know that, and lost family too—to Ulster loyalists in Northern Ireland."

"They're playing off resentment against the United States abroad to win over desperate mutants." Cover Girl noted. "Ethiopia was an American ally and so is Great Britain, not surprising that some Eritreans and Irishmen wouldn't be too fond of us.

"Same with Mexicans over border gangs and the Japanese over Hiroshima." Low Light agreed. "And France, well…is France."

"Man, just like the Hellfire Club to play on people like that." Lance said. "Just like Frost did to get John Proudstar's brother onboard."

"Indeed." Blind Master nodded. Shipwreck frowned.

"Wait, what about the other two Hellions?"

"That's right there isn't much about them here." Althea noticed. "Just their names. 'Evasia—Amira al-Batani and Red Nova—Vladimir Tubarov.' " She blinked. "Wait a minute…I know that name…" Roadblock slapped his face.

"Oh boy!" He groaned. "Trouble ahoy!" Roadblock ran out of the room, returning a few minutes later with one of Shipwrecks photo albums. "I didn't guess…oh what a mess!"

"What? What is it?" Toad asked as Roadblock skimmed through the pictures. He apparently found what he was looking for and he held up a picture in it.

"Check it out, once you see, there ain't no doubt." The Misfits leaned in for a closer look. It was a picture of a man in uniform holding a four or five year old boy in his arms.

"What is this?" Low Light asked. "Wait…isn't that—?"

"It is." Cover Girl confirmed. "Oh boy."

"Would someone mind cluing us in?" Pietro asked.

"In your case, that could take years." Wanda said.

"That's Colonel Sergei Tubarov of the Soviet Union's October Guard." Everyone turned to look at Althea, who had her eyes closed as if she were trying to mentally re-picture the image in her mind.

"Soviet Union? Man that picture's got to be ancient by now!" Toad exclaimed.

"Who's the October Guard?" Shane asked.

"Basically a Soviet knock-off of us." Shipwreck said. "Right down to their battle cry. 'Yo Ivan?' Give me a break!"

"Don't tempt me." Roadblock said. "For a while we had an exchange program with them. One of their men would come here and one of ours would go there." He said, pointing to the man in the picture. "This guy also brought his kid, Vladimir." Althea gaped for a minute.

"Waitaminute, **Vlady**? You mean that he…and Red Nova…is…oh boy." She gulped as she sat down on the couch. "I knew he looked familiar when I saw him at the beach! I **knew** it!"

"Wait, you **know** Red Nova? The guy whose been making our lives an **even** **bigger** hell than usual for the past **four** **months**?" Shane asked, incredulously.

"Bingo." Althea groaned. "He lived at the Pit with his father for about a year and a half. And I grew up here. I haven't thought about him in years!"

"Wait, is this the kid you had a crush on?" Shipwreck asked, blinking.

"**_WHAT_**?" Everyone exclaimed, Toad loudest of all. Althea blushed fiercely under the attention.

"It was years ago! Long before I met you! We were just friends!"

"You asked him to marry you." Shipwreck pointed out. Toad looked liked he was going to have a heart attack.

"I was **three** **years** **old**!" Althea protested hotly. "For God's sake, he was the first boy I ever met, okay? It's not like I could go to regular schools and have normal friends with Cobra wanting to get their hands on me!"

"I remember him too." Low Light said, thinking back. "Heck, it's not everyday you see someone beat up Sergeant Slaughter."

"**What**?" The Misfits gaped at him.

"That's a slight exaggeration." Spirit said. "Vladimir's father and the Sergeant were arguing about something. I think it was whether the AK-47 or the M-16 was the better weapon. Anyway, it was getting pretty heated, they were shouting at each other so Vladimir—all of four years old—walked up to Sergeant Slaughter…"

"And kicked him in the shin." Althea smirked. "I remember that." Then she frowned. "But he and his dad left one day and I never heard from them again. How'd he end up with the Hellions?"

"I think I know." Roadblock sighed, too depressed to even rhyme. "I was going over some of our files a couple months ago when I saw the report. Vlad's father was outed in the Soviet Union. That's why he was recalled."

"He was gay?" Angelica asked.

"No. Worse. He was a Trotskyist. It's a kind of communist they guys in the Kremlin didn't like." Roadblock added parenthetically. "So they sent him to Afghanistan, which the Soviets invaded back in 1979."

"They were probably hoping he'd get himself killed." Spirit guessed. Roadblock nodded.

"They threw him into the war just as the Russians were preparing to leave in '89. He fought, just like he was ordered to. One day he ended getting captured by the _Mujhadeen_, the anti-Soviet fighters and well…you know what those guys in Iraq do to the hostages they take?" Roadblock asked everyone.

"You mean…" Wanda gulped, making a jerking motion across his throat. Roadblock nodded.

"Oh my god…" Althea said, shaken. "I had no idea…" Roadblock continued.

"And then the USSR broke up a few years later and things ended up going down the tubes for Vladimir. I guess when his mutation kicked in the Hellfire Club decided to recruit him. After all, he had no other options."

"Bastards." Cover Girl muttered. No one disagreed.

"I have to get some air." Althea said as she headed outside. No one moved for a couple of minutes.

"Althea!" Toad said as hopped outside, thinking he'd given her enough time alone. He found her in one of the guard posts, looking out over the Pit. "Al?" Toad asked as he scrambled up. "You okay?"

"I guess so." She sighed. "Sorry, I just needed some space."

"It's all right." He replied as he sat down next to her. "So….you and Red Nova?" Althea snorted.

"Please. For one thing, he wasn't 'Red Nova' or anything back then. I didn't even know he was a mutant! Or would be, anyway. Vlady was just the only other kid at the Pit."

"**Vlady**?" Toad snorted. "So you **did** have a crush on him?"

"Hey, you're the one who had crushes on Wanda, Tabitha, **and** Rogue." Althea pointed out. "Besides, it's like I said: I was a three years old. Ancient history."

"Really? If it's so ancient, why is it bothering you?" Toad asked astutely. "And don't try to tell me that it isn't."

Althea sighed. "I guess it's…I don't know. On the one hand I feel bad for not trying to keep in touch with him more. I guess the Soviet government didn't want me writing to someone they viewed as 'politically unreliable,' what with his father and all. And by the time the USSR fell, I stopped writing."

"But the thing that really bugs me," she continued. "Is…well, what if it had been me?"

"Huh?" Toad asked.

"Think about it. Vladimir and I, well we're a lot alike, if you think about it. Both our dads were in special military units for the two great super-powers. We're both mutants and we both ended up losing a parent." Althea explained, thinking of her estranged mother. "I can't help but think that, what if America had lost the Cold War, if GI Joe had been disbanded and my future that had ended up in the toilet? If the Soviet Union were still around he'd probably be where I am today. And that I'd be the one to end up at the Massachusetts Academy, being used by the Hellfire Club."

"No way!" Toad protested. "I don't know this 'Vladimir' guy, but I do know you. You don't let yourself be used by anyone. He did, I did, so do a lot of people. But not you. You would've seen through that Frost bimbo in a heartbeat."

"Thanks." Althea smiled. "But I still feel sick. I'm going to end up fighting against someone I played in the sandbox with. Well, technically it was a sand bar used for desert combat training, but you get the idea. And the rest of the Hellions are like Vlad too; desperate, but not evil."

"You mean like the Brotherhood was?" Toad asked. Althea nodded.

"It's easy to go all out against someone like Sabertooth or Mystique, but how do you fight someone who doesn't **have** to be an enemy?"

Toad didn't have an answer.

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A/N: I admit I had to play around with time a bit since Al and Vlad technically should be older than they actually are in order for everything to fit. So there's no need to point out that for Althea to be 16 and Vlad to be 17 in 2006, they shouldn't be old enough to be 3 and 4 years old in 1988-1989. I know it's an incongruity but it couldn't be helped.


	28. Chapter 28

A/N: I couldn't stand doing any more work on my papers so we have a most rare event, three updates at once, including some pointless Vlad torture! 

Lina felt a little bad that she sent the message to the Misfits about the Hellions and their pasts. They needed to know, she comforted herself, so that they could help break them from the Hellfire Club, but it still felt wrong to tell the Misfits things told to her in confidence. Still, she kept Amira's background under wraps. What happened that night stayed between her and Akmira and about Vlad's she knew very little. He wasn't particularly talkative.

"Ow. Ow. Ow. Ow. Ow." Vladimir grumbled as he staggered to his room after the battle with the Misfits and Jake Long in New York.

Usually.

Lina was glad that her friends were all right, though she didn't enjoy seeing the Hellions in pain either. And right now, they were in pain.

"Now I remember." Jacques moaned from the couch, a bandage wrapped around his head. "Why it's such a bad idea to annoy the Scarlet Witch."

"No kidding." Rodriguez agreed. He had a bandage wrapped around his ankle. "Still, we're not as bad off as the boss."

"Don't call me boss." Vlad ground out as he tied a sweatshirt around his waist, obviously in a lot of pain as he walked—with incredible slowness—to his room.

"Are you sure you don't want someone to—" Lina began.

"**No**!" Vladimir snapped. "I'm fine." Amira snorted in disbelief.

"_Fine_? A **dragon** just burned your butt!"

"That **has** to hurt." Semira winced sympathetically.

"Second-degree burns are not something you can just sleep off." Lina said to Vlad.

"I'll manage." He grumbled. "Almost to the door…"

"You started heading for the door ten minutes ago!" Amira exclaimed.

"It **hurts** to walk, okay?" He snapped as he took another half-step forward. Amira threw up her hands in annoyance.

"That's it! Lina, come on. You're a medic right? You know what to do to stubborn patients?"

"I'll get the duct tape." She sighed.

"Right. Come on." Amira said as she grabbed Vladimir's arm. Lina grabbed the other.

"What are you two—oh, no, you wouldn't **dare**!"

"Wouldn't we?" Amira smirked as they frog marched him into the infirmary.

"Let me go this instant!" Vladimir ordered as he tried—unsuccessfully—to wiggle out of their grip.

"I'll get his pants off!" Amira chirped.

"Oh no you don't!" A brief scuffle broke out. "Hey!"

"Well that solves the boxers vs. briefs mystery." Amira snickered as she held his pants in one hand.

"God this is so humiliating…" Vladimir moaned.

"It's gonna get worse." Lina told him, not unkindly. "Amira?"

"Got it." She grinned as she grabbed hold of his shorts.

"Don't—Yikes!" He gulped as he covered himself, his face crimson red.

"I'll get the bath started." Lina said as Amira busied herself with trying to take Vladimir's shirt off.

"Bath?" Vladimir shuddered. "It's drafty in here." He muttered as he stood naked.

"It's part of how you treat burns." Lina called over the sound of running water in the adjoining room. "Come on."

"I can handle this myself!" He snapped, furious and mortified.

"No, you can't." Lina said patiently with the air of one who has had to deal with a great many foolish patients with delusions of self-sufficiency.

"Move it buster. Get in before I kick your sorry rear in there." Amira threatened. Given how badly his backside was damaged already, Vladimir can be forgiven for not wanting to test Amira's patience.

Muttering under his breath in Russia, Vladimir stepped into the tub. "YIIEE!" He yelped as he stepped into the cold water. "Does it have to be this cold?" He asked, trying not to whine. Lina nodded. He sighed as he slowly tried to ease his way in.

After about five minutes of waiting Amira decided to speed up the process by simply shoving him down. "Hey!" Vlad sputtered, shivering. "Can I have a **little** privacy?" He asked as he covered himself.

"Stay in for five minutes." Lina told him as she pulled a rather reluctant Amira outside. Vladimir grumbled and muttered as he sat shivering in freezing water.

"You can come on out." Lina finally called. Sighing in relief, Vladimir stood up and made his way to the curtain separating the bathtub from the main infirmary.

"Can I get a towel?" He pleaded. Lina and Amira pulled the curtain open.

"Sorry, Vlad but not yet." Lina said as she walked him over to one of the beds. "I need you to lie down on your stomach so we can treat the…affected area." Amira giggled.

"Oh no! No way! Not a chance!" Vlad protested, backing away from them both.

"Don't be a baby." Lina sighed, starting to get a little frustrated as she held his arm. "Just lie down. The sooner you do as your told the sooner this will end."

"Not that I'm in a hury to be finished with this." Amira noted. Vlad, wondering what cosmic force he had somehow managed to offend, sighed and laid down on the bed.

"I should warn you." Lina said as she put on surgical gloves. "This may feel a bit chilly at first…"

"Hey, that's a sensitive area!" Vlad winced as she smeared something on his rear. "What is this stuff?"

"Burn ointment." Lina told him. "Aloe-vera. I'm going to put on some Silvadene too."

"Feel's kinda nice." He murmured. "Soothing…now can I put on some pants?"

"No. We need to keep you here for observation." Lina told him. "Check for blisters and swelling."

"I'm down with that. Yep. Observation sounds good to me." Amira agreed a little too quickly for Vlad's liking. Vladimir moaned.

"For how long?" Lina shrugged.

"The night at least. And maybe the next day or so." She turned to Amira. "I'm going to get some dinner. Why don't you stay here and apply the silvadene as needed?"

"All right." Amira agreed gamely as Lina walked out. She pulled up a chair next to Vlad's bed and sat down. "So…do you work out?"

"I hate my life." Vlad groaned into his pillow.


	29. Chapter 29

**A/N: Much angst ahead! Not a feel good chapter.**

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"Happy Death Day!" Dead Girl said cheerfully to the Misfits as the appeared in the Institute's backyard.

"Hi Dead Girl." Althea said as she handed her a gift. "Happy Death Day."

"Does it strike anybody else as weird that we're celebrating the anniversary of someone's **murder**?" Lance asked. Todd just looked at him.

"Are you **kidding**? Just wait until Magneto and Mystique finally kick the bucket! Then you'll see some **real** celebrating!"

"Or those stinking Hellions." Fred muttered. Everyone shuffled their feet awkwardly. General Hawk suggested the Misfit's spend Halloween—also Dead Girl's Death Day—with the X-Men to take their minds of their struggles with the Hellions.

"…Well, what I meant was, we're celebrating the murder of someone we **like**." Lance clarified. "I mean Magneto and Mystique is a no brainer."

"So naturally you thought of it." Scott said as the Misfits approached. Instead of having the party inside the mansion and wrecking it, they decided this year to set up some tables and games outside.

As the Misfits started bickering with the X-Men, a routine they very easily picked up again after being apart for so long, a few retreated to the side-lines to engage in more intelligent conversation.

"Any word on Lina?" Rahne asked Althea, who stood next to her as most of the rest of their teams had at each other. Althea shook her head.

"Nothing much. We know—we think we know—that she's all right but we still have no idea where she is." She sighed. "I don't suppose Professor Xavier's had any more luck?" Now it was Rahne's turn to shake her head.

"He's tried, he really has, but even Cerebro can be blocked."

"I know and we appreciate it. Sorta." Althea acknowledged as a slight tremor shook the ground. "But she's been gone for a whole month. Frankly, it's getting a bit scary."

"Speaking of which." Rahne said, trying to steer the conversation to happier news. "What did you get Dead Girl?"

"Formaldehyde, courtesy of Air Tight. You?"

"The soundtrack to _Corpse Bride_." Rahne answered. "She really liked the movie, though she thinks that Victor totally made the wrong choice."

"She would." Althea replied. "How's Sharon doing, you still keep in touch I take it?"

"Yeah, we still email each other. She's doing all right, thanks."

"Anything new?" Althea asked.

"Well, she's finishing up her high school degree and it about to move on to—wait a minute." Rahne said, catching on. "Are you trying to get information on Lina from Sharon, through me?" Althea winced.

"Can you blame me? Does she know anything, said anything, about these other Hellions?" Althea asked eagerly. "Anything about how we can find them?" Rahne shook her head regretfully.

"Not a word. Besides, if we started trying to pump each other for information about each other's teams that would be the end of our friendship. I'm sorry." She said sincerely.

"It's all right." Althea sighed. "I was just hoping she might've mentioned something, anything…huh?" Althea looked down. Penny sat at her feet, tugging at Althea's shoelaces. "What is it?"

Penny whined and pointed at the wall of the Institute. Althea looked where she was pointing and paled.

"Um…Rahne?"

"Yeah?"

"When you guys decided to have the party out here…does that mean that you turned off the security system?"

"Well yes, otherwise the lasers would fry us." Now it was Rahne's turn to pale. "Say, Althea? Those new Hellions who've been attacking you practically non-stop and following you everywhere you go?"

"Yeah?"

"Did they follow you **here** too?" She asked.

"Apparently." Althea sighed as the Omega Hellions strolled up.

"Happy Halloween." Vlad grinned. "Trick or treat." He said as he sent bolt after bolt of energy all over the backyard, wrecking table, incinerating food, and blasting apart a pinata full of candy (which spilled all over the ground).

"Misfits, circle right!" Althea ordered.

"X-Men, to the left!" Scott ordered as well. "We'll out flank them." The two groups split up and prepared to hit the Hellions on both sides. At least, that was the plan.

"Now Forceflow!" Vlad ordered. The telekinetic nodded and trapped the X-Men in a dome of telekinetic energy. Even the ground was covered. Logan snarled and tried to slice his way free with his adamantium claws. No luck.

"Jean! Can you force your way out?" Scott asked her. Jean shook her head.

"He's about as strong as I am! And if I start going all out there's nothing to stop the Phoenix from taking over!"

"Having the Phoenix loose would be more dangerous than the Hellions." Xavier said as he and the other X-Men looked on helplessly from inside the dome. "It seems the Misfits are on their own."

"The X-Men are neutralized." Forceflow reported. Vlad nodded in acknowledgement.

"Good. Now that the bystanders are out of the way." He growled looking at the Misfits. "We can attack without fear of hitting anyone who doesn't deserve it! Attack!"

"Here we go again." Angelica groaned.

Fred, with an angry bellow, charged at the Hellions. "Where's Lina? What have you done with her?" He roared.

"She's safer than you!" Megawatt said as he shocked the large Misfit with bolts of electricity. Lance started tearing up the ground with tremors as Pietro tried to rush the Hellions; having to duck and weave around the various portals Vortex kept opening in his path. Shooter started firing away as Xi and Todd tried taking on Takashi.

As all this chaos and destruction was going on, Althea faced Vlad alone. "Why are you doing this?" She demanded as she avoided his energy blasts. "Why?"

Vlad looked at her as if she were insane. "What's is to you, Wavedancer?"

"Don' t you even remember me?" Althea cried in surprise. Vladimir spat on the ground between them.

"Never seen you before Miss Frost sent me to stop you. I'd remember meeting a skanky mermaid!"

Althea felt a sharp pang that had nothing to do with the battle going on. That hurt…not so much the skank remark—though that did tick her off—but the fact that Vlad actually **denied** knowing her? That stung.

She felt something wet on her cheek. "_Am_ _I bleeding?_" Althea asked as she tentatively touched her cheek. No, it was…tears? "You…you **bastard**." Althea seethed, not sure whether they were tears of sorrow or rage. "**BASTARD!**"

Filled with a horrifying fury she had only felt once before, Althea stretched out with her powers, gathering all the water she could to her. Ice cubes in the punchbowl, the water in the X-Men's swimming pool, even the pipes underneath the ground groaned and split as Althea summoned all the water together into a gigantic wave.

"Stars and garters…" Hank exclaimed at the sight.

Vlad just stared levelly at Althea. "So you want to kill me now? Fine. Go ahead." He said as he crossed his arms. "Of course a wave that size will probably kill everyone else here but go ahead. When has **that** ever stopped you?" He sneered; a snide jab at the first time Althea's powers manifested themselves, when she was in Cobra's hands.

Althea felt her resolve waver. Unfortunately, her concentration and control did too. "It's…too much!" She groaned. "I can't control it!"

"Forceflow!" Vladimir ordered. "Get us off the ground, now!" Jacques nodded and telekinetically lifted the Hellions off the ground. "The X-Men too!" Vladimir ordered. Jacques shrugged and lifted the dome with the X-Men still trapped inside off the ground as well.

The wave Althea summoned twisted, shuddered, and finally broke apart, water spilling everywhere.

"The Institute!" Scott gasped as the part of the wave hit the Institute, completely flooding it. The rest of the wave smashed through the Institute's walls and headed down straight into…

"Bayville's been flooded!" Rogue groaned.

"We are **so** getting sued." Kitty moaned.

"Looks like you're all washed up." Jacques said to the Misfits as they were knocked about by the water.

"Wash this!" Lance snapped as he concentrated and tried to send a wave of earth to smack the errant Hellion down. He missed, but caused Jacques to lose his concentration and ended up dropping the X-Men down onto the—thankfully—soggy ground.

"Ow! Thanks a lot Lance!" Kitty yelled, rubbing her bruised backside. But Lance's tremor had one other side effect besides annoying the X-Men. Wanda, who was attempting to hex Vladimir, was so shaken that she missed and hit Angelica. Angelica; who was trying to hit Megawatt, lost control of her powers and set a tree on fire.

Fred, who was trying to bowl over Evasia, ran into that tree and knocked it over…straight into the Institute.

"Ooops." Angelica winced as the fire spread from the tree branches to the institute.

"The institute's been flooded **and** set on fire?" Everett exclaimed.

"That's got to be some kind of record." Betsy said.

"Hellions, withdraw!" Vladimir ordered as Vortex opened a portal. Before anyone could stop them, they had fled.

"They got away! Again!" Fred roared as he pounded the wet earth with on fist.

"I think that's the least of our problems." Xi said as he pointed to the bedraggled and furious X-Men.

"You crazy lunatics! You wrecked the Institute!" Jean yelled.

"So, it's not like it's the first time or anything." Pietro pointed out, which was exactly the wrong thing to say.

"You're a bigger menace than the Hellions!" Rogue exclaimed.

"At least they tried not to hurt us, which is more than you creeps did!" Amara yelled.

"It's not our fault! Maybe if you guys had actually tried to help us out instead of just sitting behind that force field—" Todd accused.

"So that's why you little freaks wrecked our home? It's not our fault we were trapped in that dome!" Scott roared.

"Oh yeah, well it is your fault we haven't found Lina yet!" Fred said, too angry to be logical.

"Maybe we should just leave Lina with them! She's probably in better hands anyway!" Bobby yelled back. Astonishingly, things somehow managed to get worse. The X-Men and Misfits descended into an angry brawl, even fiercer than the fight that had just gone on between the Hellions and Misfits.

"That's enough!" General Hawk bellowed as he teleported into what remained of the backyard. "Roadblock just filled me in. I know that as bad as things are, that blaming each other wont help! These things happen. It's no one's fault."

"That's not true." Xavier cut in, surprising everyone. "You **knew** that the Hellions might attack." Xavier accused. "You **knew** the presence of the Misfits here would make the Institute a target! And don't bother trying to deny it! I can sense your thoughts!"

"What? But the anti-telepath blockers…" Shipwreck said, pointing to what appeared to be a flesh covered band-aid on his head.

"Gradually become less effective over time." Xavier revealed before turning back to Hawk. "Well?"

Hawk sighed. "Yes. I knew it was a possibility but I didn't think they actually would. The Institute is too well defended! Well, usually anyway…" He glared at Xavier.

"Don't you **dare** attempt to blame the Professor for this fiasco!" Storm threatened, storm clouds gathering. "You put our students in danger!"

"The Misfits needed some time away!" Hawk said. "To be able to relax, to be able to be safe!"

"What about **our** students? What about **their** safety? You were willing to sacrifice their **safety** just so the Misfits could **relax**?" Hank yelled. Logan stomped out of the mansion.

"CHUCK! The phone is ringing off the hook! They mayor is screaming at us, lawsuits are pouring in and some lady called saying that she wants to consider shutting the school down and taking the kids!"

"**_WHAT!_**" The X-Men shouted before glaring furiously as the Misfits and Joes.

"I think we all need to take a deep breath and relax…" Roadblock tried to start.

"You can talk about relaxing!" Bobby yelled at him. "It's not your home that's on fire and flooded! Our home is ruined and the Institute might be closed down for good just because Althea couldn't hold her water!" Bobby snapped. Althea, her cheeks blaring red, looked down. The Misfits, rallying to her defense, prepared to beat the snot out of Bobby but the X-Men—who more than outnumbered the Misfits—prepared to defend him.

"You jerk! Althea was trying to save you guys!" Wanda yelled.

"You mean like she tried to save Sam, Tabby, and Paige that time at the beach?" Kurt shot back. "The time she almost **killed** them?"

"She didn't give a damn about us! She just wanted to pound that Red Nova guy." Roberto said, which was too close to the truth for Althea to be comfortable.

"You're as bad as the Hellions!" Scott shouted. "No, I take it back, you're even **worse**! At least they don't **pretend** to be our friends or allies!"

Althea closed her eyes. That hurt.

"General Hawk." Xavier said stonily. "Give today's events I don't think it wise for the Misfits or GI Joe—any of you—"he said, pointedly looking at each and every one of them. "To come back to the Institute or its environs. Ever."

"If any of you louts so much as set foot in Bayville again or try any of your stupid pranks..." Logan growled. "We'll treat you like you were the Acolytes or Mystique. **Got** **it**?"

This was hardly the first ban the Misfits had received from GI Joe, but this time not even Pietro, Trinity, or Shipwreck seemed bold enough to want to test it.

"Come on guys." Althea said, turning away so no one would see her face. "Let's go home."

As the Misfits teleported away from the ruins of the Xavier Institute—possibly for the last time—as lone figure stood and watched.

"Operation: Divide and Conquer." Emma Frost smiled. "Complete."

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	30. Chapter 30

**A/N: Milestone chapter! Chapter 30! Wow, I didn't expect this story to go on _this_ long! Warning: Extreme sappiness below!**

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"Wow. Just **wow**." Wanda said as the Misfits dragged themselves back into their home after the battle at the Institute. "I have **never**, and I mean **NEVER,** seen them **that** angry at us."

"Think they'll get over it?" Shane asked.

"I doubt it. Why should they?" Althea said bitterly, surprising everyone. "I blew it."

"Hey, come on Al…" Todd started as he put an arm around her waist.

"Not now Todd. Just…I'm not in the mood, okay?" She said as she stormed up to her room.

"Of all the things I never thought I'd hear Althea say." Lance blinked.

"Is it just me, or is she taking this pretty personally?" Pietro asked.

"No really ya think?" Fred snapped.

"I'm going to go talk to her." Wanda said. She started to head up when Shipwreck put his hand on her arm.

"No, I'll go. I think I know what's bothering her." He said. Wanda stopped and let him go up.

"Al?" Shipwreck said as he knocked on her door. "You okay?" He winced. "Okay, stupid question." He admitted.

"…"

"Come on, aren't you at least going to say 'That's the only kind of question you know Pop?' " Shipwreck asked. Nothing. "Al?" He asked as he opened the door.

"Go away." Althea said as she was lying face down on her bed, her voice muffled by a pillow.

"Come on," Shipwreck said as he rubbed her back. "You know I can't, any more than you can honestly think that what happened to at the Institute was your fault."

"It was." She muttered.

"Don't give me that." Shipwreck said. "You know better. So are you going to tell me what's really bugging you or am I just going to have sit here and ask for advice on how to get Storm to take me back?"

" 'Back' implies you were there to start with." Althea said as she sat up, still hugging her pillow to her chest.

"Glad to see you haven't completely lost your touch." Shipwreck grinned. "So what's wrong?"

"Dad…during the fight…Vlad pretended that he didn't even know me." Althea said softly, sniffling.

"Ah jeez, kid…" Shipwreck said as he hugged her. "I'm sorry."

"I don't even know why it bothers me. I haven't seen him in years, haven't talked to him in years…why does it hurt?" Althea wondered.

"Because he was a friend. No one likes having their friends become an enemy. Remember how torn up Toad was when he had to fight his old friends in the Brotherhood, back before they left Magneto to join us?" Althea nodded. "Well, there you go. It's like fighting a part of your past, a part you **liked**. Am I right?"

"I…I really liked it when he was around." Althea admitted. "We used to have **fun**. Stealing Beach Head's hat, throwing applesauce at people…"

"Streaking across the Pit…" Shipwreck added.

"That was you, barnacle brain!" Althea reminded him.

"Oh yeah. Well you used to do it too! Anyway, all I can say is…well, if the Brotherhood could leave Magneto, I don't see why Vladimir can't leave Frost." Althea looked at her father as if seeing him for the first time. On impulse, she hugged him.

"Thanks, daddy."

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"Wow. Just **wow**." Amira said as the Hellions returned from their battle at the Xavier Institute. She wiped her forehead with the back of her sleeve. "Anyone know what made Wave Dancer lose it like that?"

Vladimir shrugged with incomprehension. "I have no idea. We just did the usual 'banter' routine and then she went ballistic."

"What did you say?" She asked.

A strange look crossed over his face. "You know what? I don't even remember." Amira looked suspicious.

"Strange that she went all out like that…" She hedged. Vladimir shrugged.

"She spent her whole life with GI Joe! Of course she's as psychotic as the rest of them."

"Maybe." Amira said, not convinced.

"What's next?" Takashi asked.

"There's this one target Miss Frost wanted us to hit." Vladimir said. "We couldn't get to it before because we had no idea where to find it. But thanks to Phelan, we have a way now…especially since there's little chance the Misfits can call for any backup from the X-Men."

"You called?" Phelan asked as he walked up the returning group. As usual, he remained behind, the better to keep the Hellions 'secret information source' under wraps.

"Yes." Vladimir said simply. "I think it's about time you 'cracked' during the Joes interrogation…."

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"Please, please, PLEASE! Tell us what you're up to." Quick Kick and Short Fuse whined to the captive Phelan. "Please?" After a month of continuous interrogation the Misfits and Joes had learned exactly bo diddly squat from the captive Hellion. In desperation, they had resorted to begging him to talk.

Phelan's head lolled forward. Short Fuse nudged Quick Kick. "Hey! He moved!"

"Finally! Some progress!" Quick Kick exclaimed. "Come on, tell us what are you Hellions up to!—Pretty please?" He asked.

Phelan, panting and gasping, managed to raise his head and say two words.

"…Sky…High…"

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	31. Chapter 31

**RIOT AT SKY HIGH!**

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"Why couldn't we just take the Mass Device?" Lance groaned as he sank into his seat.

"Because…" Althea said, gritting her teeth from the G-Forces, "The Hellions damaged it in their last bombardment of the Pit."

The Misfits took off for Sky Academy as soon as they heard the news from their captive. They brought the entire team for this one, including Spyder and Trinity. They were traveling in a most unusual manner.

…by flying school bus.

"You know." Todd said. "School would've been a lot more fun if our buses could fly."

"I think I'd rather walk." Wanda said. "Or at least have taken the X-Jet."

"You know I keep expecting Miss Frizzle to show up and announce what field trip we're on." Fred noted.

"This isn't the Magic School Bus, you dope." Shane muttered. He looked out the window. "Man, would you look at that?" Everyone turned to look out the window, save Lance who was too busy trying not to hurl.

There it was, hovering over the clouds as if it were simply a normal school. Of course, it wasn't.

"Welcome to Sky High." The bus driver Ron Wilson said as they landed.

"Land!" Lance exclaimed as he tore out of the bus and hugged the ground.

"Would it be too much to ask that you not humiliate us like that?" Althea asked. "Would it?"

Lance glared at her. "Fine. Next time we're stuck in a desert **far** away from any water, I'll remind you about this."

"Settle down you clowns." Roadblock said. "Here comes someone to tell us what's going down."

A dignified looking woman walked over to the Misfits. She had an air of someone with great power and authority and was not afraid to use it. She also had a no nonsense attitude. In short, she was a school principal.

"I am Principal Powers." She said by way of introduction. "While I appreciate your warning of trouble, I do have to wonder if it was truly necessary for you to come yourselves."

"It's no trouble." Shipwreck said, completely misunderstanding her. "No trouble at all…" He repeated, staring at her.

"My eyes are up **here**." Powers said, growling slightly. Althea smacked Shipwreck.

"No hitting on the teachers Pop!"

"No hitting your pop, kid!" Shipwreck shot back.

"The Hellions are no laughing matter." Roadblock said to Principal Powers, over the bickering between Althea and Shipwreck. "They're as unpredictable as the Mad Hatter!"

"Have you ever considered teaching English?" Powers asked him. "At any rate, we are more than capable of handling ourselves."

"A little more help never hurt." Roadblock said stubbornly.

"Oh?" Powers asked, raising her eyebrow questioningly. "Then the…reputation the Misfits have for chaos and destruction is without merit?" Roadblock winced.

"Well…" He said sheepishly, rubbing the back of his neck. Principal Powers sighed.

"You've might as well tour the campus." She said reluctantly. "Sending you back after coming all this way would be rude." Powers looked at a sad looking man heading inside the school. "Mr. Boy!"

"Mr. Boy?" Shane snickered. The other Misfits were trying not to crack up.

"Yes Principal Powers?" He said eagerly.

"These," Powers said with much forbearance. "Are the Misfits. Feel free to show them around the school. I'll be in my office…consulting my lawyers." She said under her breath.

"Right! No problem! You can count on me!" Mr. Boy said.

"I'm sure." Powers said as she walked away. The little man waved at the Misfits.

"Hello! I'm All-American Boy! But you can just call me Mr. Boy." He didn't notice the subdued snickering. "I'm a teacher here and a former sidekick. Welcome to Sky High!"

"So this is an actual high school?" Angelica asked. Mr. Boy nodded.

"You betcha!" He said with an enthusiasm that was more comical than successful. "We teach our students the basics of heroing: Rescuing, costume design, how to quickly change into their costume, picking the secret identity that's right for them, getting banter down pat, getting the proper tagline…everything they need to know!"

"Yeah…" Wanda said blankly. "So you teach them how to wear their underpants on the outside?"

"And more!" Boy said obliviously. "Come on in!" Looking at each other in incomprehension, the Misfits shrugged and followed him.

"So…is everyone here a mutant or what?" Pietro asked.

"Sky High is a school for all sorts! Children of superheroes; mutants, meta-humans, mutates, super-humans, and more!"

"Is there any friction between the mutants and non-mutants?" Althea asked. "I know that the press are far more friendly to super humans like the Fantastic Four than actual mutants like us."

"Oh heavens no!" Mr. Boy said. "Why, we're all one happy family here! Oh look, here come a few of our mutant students now! Hello!" He waved. They ignored his wave.

Althea quietly scoped them out. There were five of them. All but one of them could reasonably pass for human. The one that couldn't looked like giant mass of pink wax, with all his bones and organs visible underneath his "skin," like the sort of model you could find in science kits or classrooms. The other four—three boys and one girl—were all dressed alike, in jeans and red-orange and black in alternating horizontal stripes.

They practically screamed "bad news."

"Outta the way side-kick." One of them, a tall Caucasian with blond hair sneered, as he shouldered past Mr. Boy and continued on.

"Look at the pets." Another one, a Black boy sneered to the girl, who was also African-American, though her skin was mottled like a chameleons.

"Who're you calling pets?" Shane challenged.

"What else do you call mutants who work for the army? For the **humans**?" The girl spat in disgust.

"Cool it." Spirit said to the Misfits, who bristled and looked like they were about to beat them senseless.

"Violence is not the solution here." The Blind Master agreed.

"Yeah…unless you count blowing up their lockers." Shipwreck said.

"Come on, let's go." The silent member of the gang, a Caucasian boy with short purplish hair cut in a vaguely Hitler-like fashion, said. "We don't want any trouble. Do we?" His voice dripped with insincerity. The five of them walked away.

"Wow, that brings back memories." Pietro said. "Hey, Toad you want to relive a few memories?"

"I'll slime their lockers, you go set up the rubber cement." Todd agreed with a grin.

"Not now." Althea told them. She hesitated. "Maybe later." Turning to Mr. Boy she demanded, "What was that side-kick remark about?"

"Well I am one." Mr. Boy corrected. "Was one. Now I teach them."

"What, back up." Lance said. "Are you telling me that you teach heroes and side-kicks?"

"Of course! What good is a hero without a side-kick?" Mr. Boy said in complete sincerity. "There are parallel curriculums for heroes and side-kicks."

"How do you know who goes where?" Angelica asked.

"We screen all the students as they come into the school…"

"Hold the phone." Pietro broke in. "Are you telling me that some guy just arbitrarily says 'You're a hero' or 'You're a sidekick' and that's that?"

"Usually he just screams 'Hero!' or 'Sidekick!' but yes." Mr. Boy said.

"How does he choose? By picking the kids with 'cool' powers to be heroes?" Spyder asked sarcastically. Boy rubbed the back of his neck.

"Well…"

"Man, that is whack!" Todd protested. "It doesn't take a genius to figure out where they would've stuck me in this stupid hero/sidekick program!"

"Yeah, that's just moronic." Wanda said. Mr. Boy flushed and mumbled something about it not being so bad before hurrying off to the gym, the Misfits following right behind.

"We're in luck! You're just in time to see the 'Save the Citizen' test!"

" 'Save the Citizen?' " Althea repeated. "What's—oh." She said as she looked. In a closed-off pitch was a hanging doll suspended over a machine with whirling serrated blades. Two students were trying to save the doll, which dropped every five seconds, while two others were trying to stop them.

"Cool!" Pietro said as the three minute timer ran out and the doll dropped into the whirring blades and was torn to shreds.

"Should I bother pointing out that the point of the exercise is to **save** the doll?" Todd asked.

"Probably not." Fred said.

"You LOSE!" Coach Boomer bellowed, his super voice rattling the Misfits.

"Could we try it?" Shane asked. Mr. Boy nodded.

"I don't see why not." He said as they approached the Coach. "This is Coach Boomer. Coach, these are the Misfits. They want to try out the 'Save the Citizen' test." Boomer looked at them dubiously.

"I don't know…what makes them different from the poor saps who just failed?" Boomer asked.

"Our kids can pass this little old test easy." Blind Master bragged.

"Oh yeah?" Boomer said. "Want to put your money where your mouth is?"

"You're on! Fifty bucks said ours kids will beat yours! Shipwreck said.

"Done!" Boomer agreed. "Since there are so many of you, we better make this an expanded version. Four players to a team." He decided. "If you really want to make it interesting, why don't **I** pick your team and you pick mine?"

"Deal!" Shipwreck nodded. "How about, those four over there?" He said, pointing to three boys and a girl. Boomer grinned.

"Ooohh…nice choices." He raised his voice. "Adams! Williams! Peace! Stronghold! Get out there!"

"You know," the girl said as they suited up. "Pointless violence and competition never…"

"Yeah yeah yeah." Boomer said tiredly. "Suck it up Williams! Now let me see…I pick, her, her, him, and…whatever **that** is." Boomer said, picking Wanda, Shane, Althea, and Todd in turn.

"Show them what the Misfits are made of!" Spirit ordered them.

"You heard the man." Althea grinned. "Let's go!" As the two teams suited up and moved into the field, Boomer took his usual position on the high chair.

"Misfits! You have a choice. Do you want to be the heroes or the villains?" He asked.

"I've already done the villain thing." Todd grumbled. "We'll be the heroes!"

"Fine. You have three minutes to save the citizen." A new dummy was raised above the blade machine. "Starting…NOW!" Boomer boomed.

"Let's save that citizen!" Althea shouted. "YO JOE!"

"YO JOE!" The other shouted back. Todd started hopping towards the citizen but stopped when one of the Sky High kids spat something directly in his path. The floor bubbled and fizzed as it burned.

"Acid?" Roadblock asked. "Your kid spits acid?" Boomer grinned.

"Surprised?" He chuckled. Roadblock nodded.

"Yeah. This isn't going to be pretty."

"Yo! That's my power! You copy cat!" Toad yelled. James Adams laughed.

"So? What're you gonna do about it?" He asked.

"**THIS**!" Todd said as he spat slime at him. Adams ducked and spat at Todd again, who retaliated in kind.

"This is so gross." The Sky High girl, Williams, said.

"Tell me about it." Wanda agreed as the two boys spat all over the place. Even the adults reached for umbrellas as it started spraying over the glass.

Two minutes were left on the timer.

"I guess I have to step in. My name is Layla Williams. Wanna see what I do?" She asked. Vines started growing and reaching out towards the Misfits.

"Great! She's a Willow clone!" Althea said. "Albeit a lot less sluty."

"I'll handle this." Shane said as he stepped forward. "Call me the weed whacker." He raised his fingers and shot energy bullets, cutting the vines.

One minute thirty seconds were left.

"I'm up next." Warren Peace growled as his arms lit on fire and he started firing at Althea and Wanda.

"A pyrokinetic huh?" Althea asked. "Well pyro, meet hydro!" The sprinkler system activated itself as Althea summoned the water to start dousing Warren.

"I'll get the citizen!" Wanda yelled as the time hit 1:00.

"If you want the citizen." Will Stronghold said as he flew in front of Wanda. "You're going to have to go through me first."

"Okay." Wanda said gamely. "Here!" She said as she started shooting hex bolts everywhere. One struck Will full on and he started flying out of control.

"Aaahh!" He yelled as he flew through the glass barrier and into Boomer's high chair, knocking him to the floor. Unfortunately for Wanda, some of Shane's energy bullets exploded near her and knocked her to the ground.

Thirty seconds left.

"Todd! Get the citizen!" Althea yelled as she continued to duel with Peace.

"I'm coming Al! Get off me!" He said to Adams as he tried to tackle Todd.

Fifteen seconds left.

Todd kicked Adams of him and started hopping towards the citizen, who was perilously close to the shredder.

Ten seconds.

Nine…Todd hopped as fast as he could, avoiding acid and broken glass strewn about the field. Eight….Todd leaped….Seven…His tongue darted out….Six…it headed for the doll. Five…almost there…Four…almost…Three…just…Two…about…One…

"Yes!" Roadblock whooped as Toad's tongue wrapped around the dummy and yanked it away from the shredder just as the timer hit zero.

"Hah! We win!" Althea shouted.

"Pay up!" Shipwreck said to Boomer, who grumbled as he handed Shipwreck his money.

"As if a teacher's salary wasn't small enough…you've got some pretty good kids there, you know that?"

"That we do." Cover Girl said proudly as she counted her winnings. "That we do."

"Great game." Althea said as she shook Warren's—now extinguished—hand. "You're not bad."

"You too." He agreed as the other Misfits started congratulating their fellows and helping the Sky High kids up.

"I'm hungry." Fred said. "Can we have lunch?"

"There's a shocker." Pietro snorted. "But yeah, let's hit the cafeteria."

"All right." Mr. Boy agreed. "Let's go." As the Misfits left Layla, Will, and Warren followed them. They started asking each other about what the Pit or Sky High was like.

"Is the student body very big?" Althea asked Will. He nodded.

"I think so. But it also feels big because we have people from all over." He nodded towards several students passing them in the hall, including one of them who was garbed from head to toe in a black garment.

As the Misfits entered the cafeteria they noticed something—or rather someone—right away.

"Check it out! It's those snotty kids from before!" Todd said.

"Let's go say hello." Pietro said as he scooped up some cafeteria slop and hurled it at them. It splattered all over the table. They stared daggers at him.

"Oh boy…" Althea said. "Let's leave now and come back when Pietro and Todd are finished."

"Or they are." Wanda snickered, pointing at the food-covered gang.

As the cafeteria descended into an all sided food fight, Mr. Boy showed the Misfits one of the science labs.

"This is Medulla." Mr. Boy said to them. "He teaches science here at Sky High."

"So, how often do things blow up?" Todd asked innocently.

"What do you think this is? The Xavier Institute?" Medulla chuckled.

"You…don't like the Xavier Institute?" Low Light asked. Medulla shook his head.

"The truth of the matter is, is that the Xavier Institute is a joke. The explosions, the insanity, the lawsuits! It would be better off for everyone if Xavier just gave up and sent the students to a **real** school." Medulla said as he exited the lab and led the Misfits back to the cafeteria. The Misfits looked at each other. While none of them were that fond of the Institute, especially given what'd just occurred, but none of them were comfortable with it being denigrated like that.

"Isn't that a little harsh?" Angelica asked. "I mean, nothing's perfect."

"It isn't a matter of perfection." Medulla corrected her. "Just responsibility. I'm just thankful that sort of nonsense doesn't occur around here." He said as he walked into the cafeteria, only to be pelted in the face with mashed potatoes.

"You were saying?" Althea grinned as Pietro zoomed all over the place, exchanging fire with the Sky High kids and Todd ran away from those obnoxious kids, who were dripping in slime.

"**That's enough**!" Someone hollered. Everyone stopped. They turned to see Principal Powers looking livid. "Unbelievable!" She said. "This sort of childish behavior is completely inappropriate!"

Powers turned to the Misfits. "I knew I shouldn't have let you stay here! You just bring insanity with you wherever you go! Hellions or no Hellions, you're just not worth the trouble. We should've just stuck to our usual methods of evading detection. I doubt the Hellions could even find this place if they wanted to!"

"They must have, if they're planning to attack it." Althea pointed out.

"Wait a minute yo." Todd said, scratching his head. "If this place is so secret, how'd the Hellions find it?"

"By following you turkeys!" A voice called from behind them. They turned around to see the Hellions stepping out of one of Vortex's portals.

"What…?" Angelica gasped.

"We've been set up!" Wanda yelled.

"But how…?" Lance asked.

"They must've followed us here! They planted the information that they were going to attack, knowing we'd try to head them off!" Althea realized.

"As you Americans say, 'Bingo!' " Vladimir grinned.

"You guys are really stupid." Fred snarled. "We've kicked your butts before AND you're attacking a school full of super-heroes! You can't win."

"Maybe if we were alone that'd be true, but we're not…" Vlad explained. "Allow me to introduce some new friends of ours…"

"You!" Will Stronghold shouted as some very familiar faces walked out of the portal.

"That's right. I'm back." Royal Pain sneered. "And I'm not alone." Her old cronies: Penny, Lash, and Speed reappeared right after her.

"How'd you get out?" Principal Powers gasped. Royal Pain smirked.

"I had some…inside help."

"That would be my doing." A voice from behind called. They turned around to see the leader of the gang of mutant punks in their orange and black shirts standing behind them.

"Nice to see that you stayed loyal, Quentin." Royal Pain said.

"The name is Kid Omega." He said. "We're taking over this school!" To his fellow gang members he shouted. "Omega Gang, attack!"

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A/N: I don't know the name of the kid in Sky High who spat acid, so I just made up one for him. Omega Gang © X-Men, Sky High © Disney, blah blah blah.


	32. Chapter 32

The Battle of Sky High 

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"I'm Herman the living weapon!" The giant pink skinned mutant with visible bones shouted as one of his fellow Omega Gang members used his fire powers to set Herman on fire, not that Herman seemed to mind. "I'm the Inhuman Torch!" He proclaimed as he charged at the Misfits and Sky High kids.

"Ooooww, he's gonna be feeling this tomorrow." Todd winced.

"Not as much as he'd gonna feel this!" Will Stronghold said as he slugged Herman with his super strength. The pink punk went flying through the wall and out onto the front lawn.

The Omega Gang and the Hellions took advantage of the opening to head outside where they'd have more room to maneuver.

"Waitaminute, aren't you our prisoner?" Fred blinked when he saw the Hellion Side-Splitter standing with his fellows.

"Evidently not." Phelan drawled as he created a small squad of clones.

"Hey that's my bit!" Penny, one of Royal Pain's henchmen, snapped as the pretty black teenage cheerleader created a small squad of clones too.

"A few traitors will not win you the day." Principal Powers said. "You're more than outnumbered!" She said, pointing to the students who spilled out of the school when the fight began.

Vladimir fleered. "You mean the same student body of heroes in training who allowed themselves to be beaten by a single opponent—" he indicated Royal Pain with a wave of his hand. "—and ran around screaming instead of thinking to try **using** their powers?" Vlad laughed. "Forgive me if I'm not afraid."

"You should be!" Pietro yelled as he took off for him. He made it nearly halfway to the Hellions when something hurled itself into his path and he tripped.

"Pietro!" Wanda shouted as Pietro went sprawling at high speed, leaving a long, shallow ditch.

"What the—heck?" Pietro said as he got up and saw what had tripped him: a large bone-like spike embedded in the ground. "Uh-oh."

"Oh **yes**." Evan said as he and the original Hellions stepped out into the open. "Been waiting a long time to take care of you Misfits."

"Let's take out the trash." Monet grinned as she took to the air.

"Fine, we'll start with **you**." Wanda shot back.

"I think we might be in trouble." Angelica said. "The Hellions and the Omega Gang have us outnumbered."

"Hopefully the Sky High kids will give us an edge." Althea said.

"I wouldn't count on it." Lance said as he pointed. "Look."

Sure enough, the Hellions were cutting through the Sky High students like a knife through hot butter.

"Learning how to instantly change your outfit behind a screen doesn't do you much good in a **real** fight, does it?" Bevatron laughed as he shocked a student with six arms.

One Sky High student attempted to blow the Hellions away with the power of wind, but was contemptuously hurled aside by Monet's telekinesis.

Another Sky High student turned himself into a gigantic rock-like creature, but was punched out by the Hellion Beef.

Here and there a few Sky High students managed to hold their own: unsurprisingly the super-powerful and flight-capable Will Stronghold was one. Layla Williams, the not-so original flower power child was another. And the pyrokinetic Warren Peace was a one-man army, never taking a step back and more then holding his own against the Omega Gang member called Redneck, who also had fire powers. A few others helped hold back the tide as well.

But though they fought bravely, the Sky High students fought as individuals with little thought towards their fellows and they paid the price for it. The Hellions, on the other hand, had under long training had the notion drilled into their heads that each member was part of a greater whole and used that to devastating effect, easily batting aside many weaker opponents from Sky High and working together to bring the tougher ones down.

The point was illustrated most graphically when Red Nova and Spyke teamed up to take down a powerful but untrained Sky High student with electrical powers. Spyke used his bone-spikes to cut off his escape and Red Nova blasted the student into unconsciousness.

Another batch of Sky High students was trapped in a barrier from one of Tarot's cards as others ran from the battle or got in each other's way. More than one student fell to "friendly fire."

In addition to their lack of teamwork, the Sky High students were handicapped by the fact that among the dozens of clashes available at their academy, none dealt with the kind of super-powered brawls that the Hellions, Misfits, X-Men, and the like found themselves involved in on a regular basis. Indeed, few of the actual classes at Sky High actually taught the students how to **fight** and frankly, it showed.

"What do we do now?" Todd asked Althea. The Misfits had been in the thick of fighting. Althea was spared from answering when the teachers of Sky High stepped up.

"Attack!" Principal Powers ordered as she and other members of the faculty rushed to their students' aid. They charged at the enemy line dead-on. The Omega Hellions (not to be confused with the Omega Gang) held the left wing, the Alpha Hellions were on the right and the Omega Gang held their center. They were the weak-link in the chain and the teachers knew it.

If they could break the enemy center, then they could roll up either wing at leisure and the fight would be over.

If they could break the center.

Vladimir knew as much, which is why he stopped fighting for a moment and shouted to Semira to 'Let it begin!'

Coach Boomer took a deep breath and prepared to stun the Omega Gang into submission with his super sonic voice. Just as he was about to let loose, someone else beat him to it.

"SHRRIIEIEIEEEEE!" A high pitch shriek cut through the air, forcing Boomer to his knees, covering his ears in a cruel twist of irony.

"Who—what—?" He asked as he looked up to see an avian-like girl hurtling from the sky and barreling right at him. Boomer was knocked out when she dive bombed him and delivered a savage kick to his head.

"Nice work Talon." A deep ominous voice congratulated her. "But watch **me** at work." As Principal Powers, Mr. Boy, and Medulla approached their fallen comrade, they failed to notice the unusual patch of darkness that could not be attributed to any normal shadow.

"Surprise, chumps!" The darkness said as it enveloped the teachers of Sky High in one move. The living shadow reformed itself into Ebon. He opened a dark swirling portal and dumped out the unconscious teachers.

"If you're going to play with fire." Hot-Streak grinned at Warren, better prepare to get burned!" He said as he shot blast after blast of fire at Warren.

"I always did like salads." The buck-toothed, large nosed Metahuman called the Ferret said as he munched on Layla's vines.

"It's the Meta-Breed! The Bang Babies from Dakota!" Wanda realized.

"Now we're really in trouble." Lance said as he fired off a tremor at Evasia, who nimbly leaped over it.

With most of the Sky High students out of play, the Misfits found themselves surrounded and enveloped by their foes: the two Hellion teams, the Omega Gang, and the Meta-Breed formed a circle around the embattled Misfits.

Besieged on all sides, it was all Althea could do to keep herself out of trouble, let alone help her teammates.

Beef and the metahuman Onyx teamed up on Fred as Hot-Streak and Redneck attacked Angelica and Warren. Pietro tried rushing to her aid, but was cut off by one of Royal Pain's lackeys, the ex-Sky High student called Speed; a stout teenager who also had the power of super-speed. The two speedsters collided midway in some macabre game of 'Chicken.'

His partner, Lash, used his ability to stretch himself to grab Spyder and hold her tight. His rubber-like body helped protect him from Spyder's electrical attacks.

Lance sent out tremor after tremor until the Bang Baby Kangorr decided to show what his gigantic, mutated feet could do. He leaped a distance Todd would've been proud to claim and nearly landed on Lance. While Lance was able to move out of the way in time, the shock from Kangorr's fall knocked Lance to the ground.

"Get away from me you creep!" Wanda seethed as she fired her hex bolts at Ebon.

"Damn girl, watch it with those!" He said as he snaked his way towards her, a living shadow. He enveloped Wanda and she vanished.

"Bring her back you Cloak wannabe!" Althea screamed at Ebon. Ebon managed to grin, despite not having a mouth.

"Here." He said. "Take her." He dumped Wanda out of his shadow body and ran off to another part of the battle, leaving Wanda, pale and trembling, on the ground.

"Wanda!" Althea shouted as she ran over. "Are you all right?" Wanda managed a weak nod right before she passed out. Althea looked out over the field.

Her sisters were busy battling the powerful telepath, Kid Omega; who was, as his name suggests, an Omega-class mutant. It took all of Trinity's power not to be overwhelmed and destroyed by his mental powers. Todd was holding his own against Roulette, Radian, and Royal Pain, but only just barely. Xi was in a duel with Metatak and Evasia, and not faring well. Shane had been laying down covering fire for his friends when the Bang Baby named Boom used his ability to generate high-decibel sound attacks to incapacitate Shane. Will Stronghold delivered a fierce punch that cracked the Earth beneath their feet, knocking several combatants down and Warren Peace was still battling Hot-Streak. The Joes were being kept out of play by Forceflow's telekinesis and the Bang Baby Slipstream was using his wind powers to incapacitate any flyers among the Misfits or the remaining Sky High students.

All in all, things weren't looking good,

"Hey you!" Althea looked up to see the Bang Baby called Puff, flying over her, Puff's lower body was a shapeless tail of gas, giving her a vaguely genie-like appearance. "If you aren't going to pay attention, what don't you take a breather? If I let you!" She said as she breathed out a long burst of gas. Althea coughed and gagged before she could hold her breath. The gas Puff released wasn't toxic, but it was too heavy to breathe. Althea couldn't see and she couldn't breathe.

Althea's vision started to swim when she suddenly saw something blow Puff's gas away.

"What—?" She coughed as air reached her lungs. Althea blinked as she saw Puff trapped within what looked like a small dust cloud. Puff passed out and fell to the ground. The storm moved on and enveloped Glob Herman and Hot-Streak suppressing the flames and robbing them of their fire.

"Hey! What gives?" Hot-Streak yelled as his flames went out.

"Flame out loser!" Warren growled as he hit Hot-Streak with a fire blast, lighting his pants on fire. As Hot-Streak screamed and started running across the front lawn trying to put out his pants, the dust cloud settled around Beef and Onyx, surrounding them in their own personal maelstrom. Althea heard them shout and yell as the fast moving particles actually **cut** them, allowing Fred to take advantage of their distraction and dropped Onyx with a blow to the jaw. Beef screamed as—was that a magenta hamster?—crawled up his leg and bit him on the butt. Beef hollered and cursed as he tried to reach around to grab it, leaving him open for Fred to lay him out too. The granular cloud responsible for this turn around now moved towards Althea.

She dropped into a fighting stance and prepared to summon what water she could when the dust rematerialized itself into the form of a person. Althea blinked as she realized that she had seen this girl in the halls of Sky High, she was the one garbed in a black head to toe outfit that Althea now saw was in fact a burqa.

"Thanks for the save!" Althea said to her. "What's your name? "The girl—Althea couldn't see anything of her save for her eyes and hands—raised her hands, palms out in a non-hostile gesture.

"Sooraya Qadir." She said shyly.

"Thank you." Althea said sincerely. "You're a good fighter. Ever think of doing this full-time?"

"I am merely defending my school. As for the future, it is not in my hands. _Inshallah_." Sooraya said. "As God wills it." Sooraya nodded to Althea before transforming back into her dust form and entered the fray once more.

Althea would have gone to help her but was ambushed by another Bang Baby. "You think you can stop me?" Aqua-Maria challenged her.

"I don't have to think. I **know**." Althea said. Aqua-Maria, her body made of water, should have known just how vulnerable she was to a hydrokinetic like Althea. Althea manipulated her body into a wave and directed it against her fellow Bang Babies—also incidentally putting out what was left of Hot-Streak's pants.

Despite these few victories, the tide was still very much against the remaining Misfits and Sky High students. Shipwreck—the one Joe not trapped by Forceflow—was in the midst of the fray, punching out the Omega Gang member Redneck and was going to try to help Trinity fight Kid Omega—albeit in a less telepathic and more physical way—when he found himself opposed by Megawatt and Bevatron.

"Do you know what happens to a sailor that gets struck by lightning?" Megawatt grinned as he and Bevatron readied their powers. "The same thing that happens to everything else." He answered as they blasted Shipwreck.

"AAHHHHH!" Shipwreck screamed as he was struck by lightning, not used to being hit by two electrical attacks at once.

Bevatron and Megawatt grinned. Suddenly the two of them became aware that the sky had suddenly grown very dark and the wind had picked up—which had nothing to do with Slipstream—and an ominous rumble was heard in the clouds.

They looked up and their jaws dropped. Floating in the air, hair and eyes white as oblivion and angry beyond measure, was one of the most powerful mutants on Earth.

"**No one,"** Storm started to say in a deceptively mild voice that grew louder and angrier.** "SHOCKS THE SAILOR BUT ME!"** She exclaimed, her eyes blazing white, lightning crackling at her fingertips.

"Uh-oh." The two mutants gulped in unison as Storm blasted them.

"**Stormy**?" Shipwreck gasped in disbelief.

"What's going on over there?" Spyke demanded as he saw the lightning, but not the cause.

"Here's a hint!" A bright red beam hit Spyke in the shoulder, sending him spinning to the ground. He looked up and felt his face pale.

"Oh no…"

"Oh yes," His attacker grinned humorlessly behind his visor. "X-Men, move out!" Cyclops ordered.

"Right!" Came the answer, shouted from enough voices to be heard even above the din of battle.

The Hellions froze for a fatal minute as they tried to process the inexplicable arrival of the X-Men to the battle.

It was that minute that cost them.

The X-Men hurled themselves at the center of their enemy's line, much as the teachers of Sky High had tried to do earlier. But where they had failed, the X-Men succeeded. The center—guarded by the Omega Gang and the Meta-Breed—had been weakened thanks to Sooraya's intervention and the punks who made up those two groups were not solidly drilled into teams like the Hellions, the Misfits, or the X-Men.

They shattered under the X-Men's hammer-blow, cut down as if they were scythed. The collapse of their center meant the Alpha and Omega Hellions were separated from one another and allowed them to be hit from all sides.

Rogue, flying through the sky like a bullet, socked Monet in the jaw and sent her plummeting to the ground. Remy hurled his cards at Tarot's knocking them out of her hand and destroying them.

Scott fired an optic blast at one of the Omega Gang, striking across the face. "You broke my f&$# nose!" Radian bellowed as he clapped his hands to his face.

"Freddy, duck!" Tabitha said as she hurled her time-bombs in Fred's direction. Fred ducked just in time and turned around to see Tabby's bombs blow up at Forceflow's feet, as he'd been attempting to sneak up on Fred.

"Thanks Tabby!" Fred called. Tabby gave him a wink and a thumbs up.

Forge was using his own mutant ability to fashion a weapon to counter the one the technopathic Royal Pain had devised but Jesse appeared at the scene, but promptly got so unnerved that he ended up shorting them both out.

Paige ripped off her skin, revealing a layer of brick, which she used when she punched Jacques in the gut. Sam knocked Jetstream out of the sky with his own powers as Amara, Jubilee, Tim, and Everett teamed up to use their powers to do the same to Slipstream and other enemy flyers, effectively clearing the skies of enemy opposition.

Kitty took on the Omega Gang member Tattoo, who was able to phase in a way not unlike Kitty herself, and had been using it deadly effect among her fellow Sky High students, phasing through their attacks and threatening to—literally—pluck their hearts out.

Tattoo smirked and turned intangible and so was taken completely by surprise when Kitty did the same, managing to punch the arrogant Omega Ganger out with a single blow.

X23 leapt into the fray with a savage, feral fury as she unsheathed her claws. Rushing towards Xi, she sliced off one of Takashi's liquid-metal arms, which while not permanent, was still painful.

Rahne in her wolf form rushed at the Bang Babies Ferret and Carmen-Dillo. Ferret ran from her in an unthinking panic as Carmen-Dillo curled himself up into a ball. She looked around worriedly to see where her friend Catseye was, but couldn't find her or her scent anywhere on the battlefield.

"Why won't you die!" Shiv screamed in frustrated fury as he used the light-energy he could give off and construct into weapons to hack away at Dead Girl, with little to show for his efforts. Dead Girl just shrugged laconically.

"Eh. Tried it once. Didn't take to it." She grinned. "Now Penny!" Shiv turned around just in time to see the pink girl Penance or Penny (not to be confused with the cloning henchgirl of Royal Pain), tackle him.

"OWIE! THOSE CLAWS ARE SHARP! AAAH AND SO IS THE HAIR! OH MOMMY!"

Bobby used his ice powers to freeze Glob Herman in place as a herd of rampaging Jamie's tackled any Phelan or Penny clone they found, driving them both up the wall with frustration.

"Watch the hands you little pervert!" Penny screeched as Jamies crawled all over her.

"Need a hand?" Jean asked an astonished Trinity as she and Betsy appeared to help them in their telepathic/psychic duel with the powerful Quentin Quire.

"And do you?" A new voice—or was that a series of voices?—asked. Trinity thought the stress of their fight with Kid Omega was causing them to start to see things. They saw five girls, who looked alike and dressed alike, so flawlessly that they thought their vision was swimming and they were simply seeing one girl five times. They weren't.

"Who…who are you?" Trinity asked them. The five girls spoke in unison, in a creepy unsettling manner that reminded Trinity of "The Children of the Corn" or the Delightful Children from Down the Lane (Jean and Betsy were actually reminded Trinity).

"We are telepaths." The girls said as one, their eyes glowing. "We are the Five-in-One. We are…the **Stepford Cuckoos**." They joined their own awesome telepathic skills to Jean, Betsy, and Trinity and together managed to overwhelm Kid Omega, knocking him unconscious and out of the battle.

Professor Xavier was using his own prodigious talents to keep Monet, Celandine, and the Bang Baby Madelyn Spaulding's own telepathic skills at bay, wary of Celandine's toxic side effects to her telepathy. Logan was rallying the Joes as Hank and Warren, also known as Angel, assisted the teachers from Sky High recover from their ordeal and get back into the fight. Storm was still zapping Megawatt and Bevatron for shocking Shipwreck.

"I knew you cared Stormy!" Shipwreck said then regretted it when Storm turned her attention towards him and started zapping the big-mouthed sailor. "OWW! OWW! NOT THE LIGHTNING! NOT THE LIGHTNING AGAIN! OWWW! COME ON STORMY!"

"DIE SAILOR!" 

Roberto in his powered form took on Warpath as Ray took over for Storm in handling Megawatt and Bevatron. Roulette found herself getting blasted by Wanda's hex bolts as she recovered from her earlier ordeal with Ebon and Kurt teleported the still weak Wanda off to the sidelines.

"It's okay, we're here." Kurt said.

"Where'd…how did…" Wanda started to ask. Kurt smiled.

"We were in the neighborhood and it looked like you needed a hand."

"And we brought some friends." Peter grinned as he helped Wanda to her feet.

"Who—" Wanda started to ask.

"Look out!" Came Danielle's warning as several flaming bone-spikes flew through the air. Suddenly, the spikes impacted against some sort of force field that suddenly appeared and the spikes harmless bounced off it.

"What did that?" Spyke wondered. Some distance away, an invisible woman smiled.

Pietro panted as Speed chased him all over the field. He was getting tired and the renegade Sky High student apparently had a bit more stamina than he did. Just as he felt that Speed was about to catch up with him, a red blur flashed past his eyes. He turned around to look as it knocked Speed down. The villain lay moaning on the ground.

"The Flash?" Pietro asked. "Is the Justice League here?"

"No," The red-garbed speedster who just saved Pietro told him. "Close, but not quite. Not the Flash, but..."

Lash stretched out, intent on strangling Todd from afar when **another** pair of outstretched arms—garbed in red—grabbed his and started tying them in a knot, which also allowed Spyder to get away.

"What? Hey, quit…stop…don't do that!" Lash protested as his limbs were stretched out and wrapped around him, reducing him to a human ball that was kicked against the wall of Sky High by an elongated leg.

"What's going on here?" Vladimir demanded as he fired a blast at Everett, who was borrowing Tim's powers.

"I think I can answer that." A voice rang out as three figures stepped into the light. The ones on the left and right were very familiar to two of the fighters.

"Dad?" Will Stronghold asked. "Mom?"

"The Commander…" Royal Pain hissed. "Jetstream…" But for everyone else, the focus wasn't on the Commander **O**R Jetstream, but their companion in the middle. He was a large, muscular man. He was old…senior citizen old…but carried himself with the strength, bearing, and ability of a man half his age.

All around the field, combatants stopped to stare.

"No way…" Todd said, his jaw dropping.

"I thought he was retired!" Roadblock yelped.

"I thought he was dead!" Spyke exclaimed.

"This is…impossible." Takashi stuttered.

The man smiled and idly wiped some dust off his red uniform and smoothed out the symbol on his chest, a stylized lowercase 'i.'

"No, it's not impossible." He grinned. "It's Incredible."

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	33. Chapter 33

A/N: Scary tidings ahead… TRINITY BLOWS THE LID OFF! 

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"Well, **crap**." Vladimir said sedately as the Incredibles appeared on the field. "This sucks."

"We're toast." Phelan groaned.

"Who are you, the narrator?" Amira asked rhetorically.

All humor aside, the arrival of the X-Men, coupled with the Commander, Jetstream, **and** the Incredibles could have only possible outcome for the Hellions.

Facing the entire Justice League would've been worse, but not by a lot.

When asked later what it was like fighting the Incredibles, X-Men, and Misfits combined, Vladimir had this to say:

"What's it like fighting the X-Men? Imagine lightning on legs, or an earthquake with arms or catastrophe with genius, or just pure hell on wheels."

Their lines already in disarray, the Hellions and their allies had no way to stand up to their enemies' reinforcements.

Vladimir nearly had his head taken off by Cyclop's optic blast and Jacque's telekinesis was no match for the raw strength of Mr. Incredible. Rodriguez nearly got knocked off the floating school when the Commander punched the ground, sending as big a shockwave as any Lance could've produced.

Beef tried to challenge Mr. Incredible directly, which had but one possible outcome.

"OWWWW!" Beef yelled as he was tossed a good thirty yards from where he started out when he got punched.

Facing a devastating comeback, Vladimir and Evan agreed that there was only one thing to do.

"Hellions, **retreat**!" Vladimir ordered, or as Bevatron put it even more succinctly.

"Run away! Run away!" 

"Oh no you don't." Althea growled. "Not **this** time!" She swore as she charged after Vladimir.

"Vlad, look out!" Amira called from above as she was busy leaping about to avoid getting shot. Vladimir turned around just in time to be hit with a flying tackle.

"Get away from me you crazy mer-b#$h!" He swore as he grappled with her.

"Not a chance!" Althea shot back. "Can't beat a ninja in hand to hand fighting!" She said as she gut punched him.

"OOOOF! Okay," Vladimir ground out. "So I won't." He said as he raised a glowing hand and blasted her at close range.

"So much…for chivalry, huh?" Althea panted, wincing as she protectively covered her ribs, where his last shot had grazed her.

"Chivalry…" Vladimir intoned as he readied another blast. "…is reactionary." He fired again, this time striking Althea dead on.

"Vlad, leave her alone!" Amira shouted to him. "Let's just get out of—YIIEEE!" She yelled as a fire blast grazed her shin. She fell to the ground, grasping her injured leg and trying not to cry.

"**Amira**!" Vladimir shouted as he made his way to her, only to be cut off by three interlopers. "You've picked a bad time to get in my way." He growled at Trinity. "Stand aside."

The girls refused to budge.

"**You wrecked our home."** Daria said.

"**You destroyed our lab."** Quinn added.

"**You hurt our sister."** Brittany finished**. "And our friends."**

"**You're a bad Russkie!"** They said in unison, their eyes glowing as they readied their psychic lightning. **"Bad Russkie! Bad Russkie! Bad!"**

Vladimir yowled as they struck him with their psychic lightning, but soon they screamed too. It **hurt**…like sticking a fork into an electrical outlet.

"What's…happening?" Brittany moaned as she cradled her head. Their psychic attack cut out shortly afterwards, leaving all four of them breathing heavily and in pain. But Vladimir was the one most affected.

On the other side of the battlefield, Xavier gasped and held his head in pain. "No…" he said as he looked out over the field.

"What did you…**do** to me?" Vladimir rasped furiously as he glared at them, his eyes glowing red.

"Um, is it a bad sign when someone's eyes start glowing red?" Quinn asked.

"Ask Raven." Daria said. "WHOA!" She yelped as Vladimir nearly roasted her with another energy blast. "Since when could he shoot energy out of his **feet**?"

"That's a new one." Brittany agreed as she also started dodging. "I really hope he doesn't have athlete's foot."

"**Shut** **up!**" Vladimir yelled, his eyes still blazing red as he put his hands together to fire a huge blast of energy at the triplets. This time, they couldn't dodge it.

"**GIRLS!**" Shipwreck shouted as they were blasted. "You heartless, landlubbing son of a $&#&!$#!" Shipwreck swore foully at Vlad as he tried to rush over, but was swept aside by tide of battle.

Brittany was the first of the girls to wake up. "Owww…." She whined as she held her head in her hands. Then she looked up. "Oh no…" Vladimir was standing over her, his eyes and hands glowing furiously red.

She tried to put up a fight, but could barely get to her feet. Vlad growled and grabbed her by the front of her shirt and hauled her up to eye level.

"Not so tough without your sisters to back you up, are you?" Vlad grinned, stretching his features into an inhuman appearance. Brittany whimpered as he raised a glowing fist to her face. "I could blast your little head off, you know that? Answer me!"

"Y-yes…" Brittany said, crying.

"Good." He said as he dropped her. "Keep that in mind." Contemptuously ignoring her, Vlad made his way over to Amira and picked her up, his eyes returning to normal.

"You all right?" He asked gently, belying the fierceness of what he had just done to a trio of pre-teen girls.

"Yes..." Amira gritted between her teeth. "…After a fashion…"

"Let's get back to base then." Vlad said. "Vortex! Get us out of here!" Semira nodded and opened a portal.

Seeing their only ticket out, the Hellions and their allies streamed towards it, carrying their wounded and unconscious with them. But one of their number refused to budge.

"I won't run!" Royal Pain declared—living up to her name most admirably—"Not until Sky High is a smoking pile of rubble and the Stronghold clan lays at my feet in—URK!" She gasped as Vladimir closed his hand around her throat.

"I don't care about your petty feud! I obey Miss Frost. We go. **Now**!" Vladimir growled as he dragged Royal Pain with him.

"I will not be man-handled so." Royal Pain hissed. Vladimir looked at her, his eyes glowing red again and set Amira down for a moment just so he could punch Royal Pain in the face.

Howling, she fell to the ground.

"Something to keep in mind." Vladimir hissed at her. "Most people never get a second chance, let alone a third! I suggest you not blow it with your stupidity. And remember this one thing about your new life…" Vladimir said as he put his foot on her head. "It's not **yours** anymore."

He picked up a now thoroughly terrified Amira and headed for the portal. After a moment of indecision, Royal Pain followed them, cradling a broken nose.

They were the last to enter the portal, which shut behind them, leaving the heroes to look around at the torn up battlefield, the damaged school, and their injured.

The Battle of Sky High was over.


	34. Chapter 34

After the battle ended, the X-Men set about aiding the injured Misfits and Sky High students. General Hawk also arrived to take a personal look at the situation. And to mend some bridges with Xavier.

"I don't know how to thank you, things were certainly looking bleak." Roadblock said to Xavier. "If you hadn't come, we'd all have been up the creek!"

"Yeah, thanks Professor!" Cover Girl added. "But what were you doing here anyway?"

"Funny story." Logan said. "Remember that woman who called right after the Halloween episode wanting to close down the school?" He pointed at Principal Powers.

"**What**?" Low Light blinked.

"We did not think that the Xavier Institute was a safe place for the students." Principal Powers said sheepishly.

"Yeah, like Sky High is such a safe haven." Logan drawled.

"Sky High has a number of alumni who have, shall we say, alter egos who have considerable influence. We had come with the students to persuade Principal Powers that the Institute deserved to remain open and did not warrant any 'oversight' from Sky High." Xavier explained.

"I admit." Principal Powers said. "I was wrong."

"No harm was done." Xavier told her. "After all, you are hardly the first person to presume to judge how I run my school." General Hawk flinched as Xavier glanced in his direction.

"Yes," Hawk coughed. "About that…I guess I haven't always been as dedicated to the idea of mutual respect as I made myself out to be, have I?"

"No." Hank said, "You haven't."

"Still, I believe I have my own share of apologizing to do." Xavier said. "And in any event, this turn of events may have been for the best." He indicated the aid the X-Men were giving to the Misfits and the fraternization underway between them.

"Okay, so we know what you were doing here." Spirit said. "And I can guess about the Commander and Jetstream. But what about them?" He said, pointing to the Incredibles.

"It's Founder's Day." Principal Powers said simply.

"That's nice, but what does that have to do with—" Blind Master started before it sunk in.

"Wait a minute. The **INCREDIBLES**, founded Sky High?" General Hawk asked. Mr. Incredible grinned.

"Come with me." He said as he and Principal Powers led the adult X-Men and Misfit Handlers into the school. Principal Powers escorted them to a room marked "Sewage Overflow Containment."

She unlocked the door and opened it. The Joes and X-Men held their breath but the room was empty, save for a secret number pad. Principal Powers entered a few numbers and then the entire room slid down an elevator shaft, much to the amazement of the Joes and X-Men.

"Follow me." Principal Powers said as she escorted them through a hallway. "This is the heart of Sky High. Here," she said, indicating rooms full of books, computers, and filing cabinets. "We keep tabs on all super-powered individuals in history. And with the master computer we have a—near—complete listing of all super-powered individuals, constantly updated with new entries." She said. "It's how Sky High manages to keep track of the various heroes and villains out there."

"I suspect this was no small reason for the Hellions' attack." Hank mused.

"Incredible." Storm said.

"That's my name." Mr. Incredible smiled. "Don't wear it out."

"Would you believe he's been wanting to make that joke for years?" Elastigirl drawled.

"But why did you create Sky High?" Hank asked the Incredibles.

"For that." Mr. Incredible sighed as he showed them through another door. "We have to show you The Crypt."

"Crypt?" Cover Girl repeated. "What do you mean by—oh." The next room was full of life-sized holographic images of heroes. Dead heroes.

"After the supers returned we needed to find a way to rebuild our numbers following Syndrome's Purges." Mr. Incredible explained, looking sadly at the faces of fallen comrades. The Joes and X-Men could only stare at the holograms, each one of a late hero in full regalia, along with their name and secret identity; like Blue Beetle I (Dan Garret) or Flash I (Barry Allen). There were a lot more of course.

Apogee, Blazestone, Blitzerman, Downburst, Dynaguy, Fironic, Gamma Jack, Gazerbeam, Hypershock, Macroburst, Meta-Man, The Phylange, Plasmabolt, Psycwave, Splashdown, Stormicide, Stratogale, Thunderhead, Tradewind, Universal Man, Vectress…

It was a **very** large room.

"Charles…" Storm said, pointing at one hologram. "Look." Xavier did. His jaw dropped.

"Thunderbird…" He gasped, looking at the holographic representation of his fallen instructor. Xavier lowered his eyes.

Mr. Incredible laid a hand on his shoulder. "We know mutants haven't gotten the treatment they deserve for fighting against fiends like Apocalypse or Magneto…or Proteus. But here, we know a hero when we see one."

"Thank you." Xavier swallowed. "This would've meant a lot to him."

"So…" General Hawk continued after a respectful pause. "Sky High was created to find and train the next generation of superheroes?" Mr. Incredible nodded.

"In fact our youngest son Jack was one of the earliest students of Sky High." Elastigirl said. "And his children too. And you've met his grandson, Will."

"Will **Stronghold**?" Roadblock asked. "But wouldn't that make you—"

"Will's great-grandmother?" Elastigirl smiled. "Yup. Turns out we're a pretty long-lived lot."

"Jack's son—the Commander—who inherited by super-strength, decided to give himself a new name in order to start a whole new legacy." Mr. Incredible said.

"Incre—amazing," Low Light said, catching himself. "But will Sky High recover from this?"

Principal Powers nodded. "Without a doubt. We may have to adjust our curriculum to…compensate for some of the deficiencies this attack showed, but no students were fatally injured and neither was the school. Sky High will carry on."

"Then there is still one last thing I have to do." Xavier said. "Where is Althea?"

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"You ought to consider yourself lucky." Nurse Spex told Althea as she checked her over in nurse's office of Sky High. "You've got a hard head."

"I come by it honestly." Althea said, jerking her thumb at her father. "How're the triplets?"

"…Physically? They'll be okay. Brittany still shaken up, though." Nurse Spex said, clucking her tongue. "Terrible thing, doing that to children. What kind of monster does that?"

"…Yeah." Althea said to herself, deeply troubled. "_What kind of monster_?" She shook her head. "How's everyone else?"

"Thanks to that healer of yours, they'll be back saving citizens in no time." Nurse Spex smiled. "We really appreciate the help you've given us."

"It's the last we can do. Considering we led them to you." Althea groaned. "First the Xavier Institute, now Sky High!"

"Oh nonsense." Nurse Spex said. "We brought you here ourselves, remember? And as for the other…you have a visitor." The door opened to reveal a familiar face.

"Professor Xavier?" Althea asked in surprise, unsure of why Xavier would come to see her.

"Hello Althea." Xavier said warmly. "Are you well?"

"Thanks to you guys showing up." Althea said. "How'd you get here anyway?"

"We actually arrived before you. It's a long story." Xavier said, nodding to Nurse Spex that he wanted to speak to Althea alone. After she left, Xavier continued. "I felt I needed to talk to you when I learned that you have a…prior history with the Hellion Red Nova."

"I did." Althea said, her mouth flattening out into a thin line. "But after what Vladimir did to Trinity he better I hope I never get my hands on him again…"

"That's actually what I wished to talk to you about." Xavier sighed. "I think you ought to know that what happened during the battle was not his own fault. Nor, do I suspect, was much of what has occurred over the last few months."

"What do you mean?" Althea asked, leaning forward intently.

"I sensed a powerful psychic backlash during the battle when Trinity attacked." Xavier said. "The telepathic blocks Emma Frosts placed in her Hellions were destroyed and I managed to probe Mr. Tubarov's mind. There are signs of…tampering."

" 'Tampering'…" Althea echoed. "Frost." She said, not a question. Xavier nodded. "She's been brainwashing him?" Althea guessed. Xavier sighed.

"Not quite. The truth is far more…complicated."

"It usually is." Althea noted dryly.

" 'Brainwashing' usually implies rewriting or completely altering the subject's mind." Xavier explained. "However it seldom succeeds completely or permanently. I refer you to Magneto's repeated efforts to control Wanda, for instance." Althea nodded. "What Emma did was far more…subtle."

"Meaning…?"

"Meaning Emma used a sort of telepathic suggestion to influence Mr. Tubarov." Xavier said. "It is hard to describe to a non-telepath. In essence it is a sort of recurring telepathic impulse that encourages certain thoughts and emotions while discouraging certain lines of thought…often masking itself as a recurring head-ache."

"It can suppress certain memories, while continually bringing others to the surface, manipulating attitudes and thoughts in a way that is virtually undetectable to all but the most skilled of telepaths."

"That would explain why Vlad didn't recognize me." Althea said. "Frost's been messing with his memories…and playing up his resentment over the fall of the Soviet Union too, I'll bet."

"That is only part of what was done to him." Xavier said gravely. "Emma also implanted a completely new persona into Mr. Tubarov's mind."

"**_What_**?"

"Mr. Tubarov's own identity was supplemented with the creation of another, hidden identity linked to his own: Only one driven by rage and far more powerful than his normal self. His true self became a shell program of sorts, to hide the hidden "core" identity. Unfortunately Trinity's psychic damaged Emma's conditioning and that, in his anger, he managed to unleash the core identity without being truly conscious of it.

"And that's why he went as berserk as a Tamaranean with PMS?" Althea asked.

"In essence." Xavier coughed at the comparison.

"Great." Althea groaned. "How do we stop it?"

"There is a chance that the implanted identity can be removed through a sort of 'telepathic surgery.' However it is a long, delicate operation that I simply cannot do the next time the Hellions attack. And it has to be done soon."

"What do you mean?" Althe asked, dreading the answer.

"From what I managed to sense when the implanted personality emerged, the core identity will continue to expand its influence over Mr. Tubarov's real identity until it consumes it entirely. The possibility cannot be discounted that this would kill Mr. Tubarov after a—I'm afraid—quite long period of insanity and instability."

"Oh my god…" Althea groaned.

Hiding outside the door, Trinity gaped in horror at what they heard.

"What've we done?" They whimpered.


	35. Chapter 35

**A/N: Sorry for the delay in writing and reviewing! I had to move back home and it's been a little cramped. Such is life. Expect more updates….when I manage to write them.**

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Emma Frost stood silently inside the Hellfire Club's Inner Sanctum as Pierce raved and ranted.

"You screwed up Frost!" He bellowed, crushing yet another crystal wine snifter in his robotic fist. "Your new Golden Boy is going to wreck our plans!"

"Pierce do calm down before you give yourself an heart attack." Frost said coolly. "While I admit that the report Evan provided on Vladimir's behavior at Sky High was…disconcerting, it does not warrant a panic attack."

"I have to agree with Emma." The Hellfire's Club White King smiled at Pierce's rage. "Your behavior is not befitting that of a White Bishop of the Hellfire Club." He added blandly, his warning clear.

Pierce turned purple. Both being in the White circle, Pierce's was a direct subordinate to the White King. Technically to the White Queen as well, but Pierce was a notoriously angry man who often forgot himself when speaking to Emma Frost or other mutants on the Hellfire Club's Inner Circle. He was a bigot, no doubts there.

However, speaking back to the White King was another thing all together. He was no mutant, but a very dangerous man to cross all the same.

"So…" Pierce said, holding onto his temper with both hands. "What do you suggest we do Xanatos?"

David Xanatos, White King of the Hellfire Club, regarded the Inner Circle carefully before answering.

"Do, Pierce? We do as the Lord Imperial instructs." Xanatos said simply. Sebastian Shaw, Xanatos' counterpart as the Black King nodded.

"He is correct." Shaw agreed. "But first we need to establish for the Lord Imperial what has occurred and what options are open to us. Emma, this is your student and your plan. What can you tell us?"

"Per the Inner Circle's instructions, I selected one of my students for the procedure Mr. Sinister and Dr. Von Reichter devised," Frost began, indicating the Black Knight and Black Pawn, respectively. "I altered his memories and psychically implanted the new persona. In order to prevent a…repeat of the Phoenix Fiasco, I put up shields to keep all but the most powerful telepaths and psychics out of his mind. Unfortunately, the stress of the battle left his mind vulnerable to Trinity's psychic attack, which destroyed my fail-safes and unleashed the new persona, without any means of controlling him."

"So the Hellfire Club Champion has gone rogue." Pierce said. "There's no way we can use him to capture the Phoenix now!"

"How long until the new persona takes control entirely?" Xanatos asked Frost.

"It is…difficult to say. There is a way to remove the programming, a telepathic signal I can transmit…"

"But that would mean the entire project was for nothing!" Lex Luthor Black Rook protested.

"Nevertheless, it is unwise to have agents operating outside our control." The White Rook responded. "I know what it means when an…apprentice refuses to follow orders."

"You would, Slade." The other White Rook, Emmanuel DaCosta sneered. The two Black Bishops spoke up.

"This is pointless." Harry Leland argued. "We might as well eliminate the boy and find a new way to create a warrior capable of bringing the Phoenix to us."

"A pity, his trial run against the Misfits seemed to be going so well." Ra's Al Ghul agreed. "But we cannot allow a being of his power to run around outside our control. If we cannot control him, then we should eliminate him."

"Yes! Dispose of the 'Omega Hellions!' They'll be of no use without Tubarov and a loose end to be taken care of." Pierce said eagerly.

"I will not kill my own students!" Frost shot backed hotly.

"Then let Cobra do it." Pierce said. "I propose that we allow Cobra to eliminate those superfluous Hellions and let them keep any genetic material they desire. In return, we give Cobra Commander the rank of White Pawn in the Hellfire Club, allowing us control of Cobra." It was a shrewd suggestion. The position of Pawn was the lowest rank in the Inner Circle. It could be held by two or three people and was a convenient platform to ascend the Inner Circle's higher ranks.

"And with Cobra's absorption of Hydra, we will have our own private army." Luthor mused. "I second that proposal."

"I call the question." Al Ghul demanded.

"Very well." Xanatos sighed. "I call for the votes of the White Circle of the Hellfire Club."

"The White Pawn votes in favor of the proposal." Vlad Masters, White Pawn and Special Representative of the Senior Partners of Wolfram and Hart voted.

"The White Knight votes in favor." Norman Osborne said.

"The _other_ White Knight votes no." Magneto said. "Cobra is unreliable and untrustworthy."

"The White Rook votes yes." Emmanuel DaCosta voted and was opposed by the other White Rook, Slade.

The White Bishop Donald Pierce obviously voted in favor of his proposal as did the other White Bishop, Wilson Fisk.

"The White Queen votes **no**." Emma Frost said stubbornly.

"The White King also votes no." David Xanatos agreed.

"I call for the votes of the Black Circle of the Hellfire Club." Sebastian Shaw proclaimed.

The Black Pawns Dr. Von Reichter and the enigmatic man known only as the Kingmaker voted in favor.

The Black Knights Maxwell Lord and Mr. Sinister canceled each other's votes. Sinister wanted to examine Vladimir for future study.

The Black Rooks Lex Luthor and Dr. Doom also voted in favor, as did the two Black Bishops, Ra's Al Ghul and Harry Leland. Selene, the Black Queen voted against, probably in the interests of getting something out of Frost later. Shaw voted for.

Thirteen to six in favor of Pierce's proposal.

Frost dug her nails into her palms. That meant the Inner Circle would officially propose Pierce's idea to the Lord Imperial, who would almost certainly support it. He was not a merciful man in any event.

Frost almost missed the Lord Imperial's entrance as she was brooding.

"All hail the Lord Imperial!" The Inner Circle proclaimed as he entered the room and took his position in the middle of the room.

"I understand that the plans of the Hellfire Club have begun to falter." He said coldly. "What does the Inner Circle propose to do about it?"

"We propose that we allow Cobra to dispose of our failed experiment and his friends." Pierce said. "Giving Cobra Commander their genetic material for their experiments and a position of White Pawn might be suitable enough an enticement to bring Cobra—and Hydra—under our direct control and eliminate the rogue all in the same swoop. We may then use our resources to propose another way to capture the Phoenix."

"See that it is done." The Lord Imperial commanded. "We must have a Herald for him when the time comes if he is to spare Earth and install us as the rulers of the world. I have lived a long time. I intend to live a good deal longer. Is that understood?" He addressed the Inner Circle.

"Yes Lord Imperial."

"Good." Vandal Savage smiled. "That's very good."


	36. Chapter 36

"Amira? What is it? What's wrong?" Lina asked as Amira dragged her through the base by her arm. "Is there a reason why you're trying to pull my arm out of my socket?"

"Yes." Amira said. She looked around furtively before determining the coast was clear.

"Why are you breaking into Vlad's room?" Lina asked.

"I'm getting you out of here." Amira said as they went in.

"What? Do you mean you're letting my leave?" Lina asked excitedly. After over a month of being torn away from her friends and family, the prospect of being able to leave was almost too good to be true. "Why?"

"Because something's gone wrong." Amira answered. "And I think that you better not be here when things get worse."

"What are you going to do?" Lina asked softly as Amira opened a door to a room Lina hadn't been in before.

"Get your teleportation watch back. Vladimir had it deactivated and I know Vlad. He never throws anything away."

"So why are we in…this is Vladimir's room isn't it?" Lina asked as they snuck in.

"Yep."

"I might've guessed." Lina sighed. "Where should we start looking?" She looked at what Amira was doing and groaned. "That **doesn't** involve sorting through Vladimir's underwear drawer?"

Amira idly stuffed a pair of Vlad's boxers in her pockets. "Oh you're no fun. Who knew he wore plaid?"

"You did, the last time you snuck in when he was dressing." Lina answered. "Honestly, your as bad as Althea!"

Amira sniffed. "**I** have better taste." She reminded Lina, waving a pair of Vlad's underpants in her direction for emphasis.

"Look, can we just find the teleportation watch and go? In any case I don't think you're going to find it buried with his under…wear?" Lina asked as Amira held up her teleportation watch. "Good thing you knew it was there!" Lina gaped as she put it on.

"Er yeah, good thing." Amira nodded as she stuffed another pair of underwear in her pockets.

"Who hides a device of this power and importance in their **underwear** **drawer**?" Lina wondered as she fiddled with it.

"Apparently, Vladimir does." Amira said. "Come on. Let's get Naomi and go. I want her someplace safe."

"You're that worried." Lina stated. She knew Amira hated leaving Naomi out of her sight.

"Yeah." Amira agreed. "I am. Come on."

"You should come with us then." Lina urged. "I don't know enough of everything that's happened, the others will have to listen to you if you want Vlad and the others to be safe."

"Me? Go on a US Army base? One I've been attacking for the last four months?" Amira asked with equal amounts of incredulity and fear.

"They wont hurt you, I promise." Lina assured her. "I'll make sure of it. It's the only way to help Vladimir. Please. **Trust** me."

Amira sighed. "I must be crazy to agree with this. Let's just get Naomi and go."

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"So what do we do now?" Scott asked as the Professor and Althea explained what they had discussed to the Misfits and X-Men back at the Institute.

"That is a very good question Scott." The Professor said. "I wish I had an answer."

"Well does anyone want to go head to head against an really powerful mutant with a persona of pure rage?" Rogue asked rhetorically.

"Sure, just as soon as I arm wrestle with the Hulk." Wanda answered.

"We can't let Vlad—I mean, Red Nova—run around out of control." Althea protested.

"We also can't have a repeat of the Proteus fiasco either." Scott pointed out.

"What happens if he goes berserk again?" Daria asked, looking at the still shaken looking Brittany. "He's a menace!"

"This from the resident **experts** on menacing." Ray noted.

"And Lina's still stuck with the Hellions with that creep!" Angelica realized with a groan.

"Poor Lina." Rahne sighed. Fred's lip twisted.

"She's been a prisoner for, what, a month?" Dead Girl asked. Fred bit down on his lip.

"Over." Wanda corrected.

Fred bawled as he burst into tears. "I miss Lina!" He wailed as he pulled out a handkerchief the size of a pillow cushion and loudly blew his nose. "I want Lina back!"

"Well wishing for her isn't going to make her appear!" Bobby snapped. Then, as if timed just to prove Bobby wrong, Lina, Amira, and Naomi teleported into the living room with the X-Men and Misfits.

"Um, hi everyone." Lina said shyly.

"Lina!" Everyone exclaimed.

"**LINA**!" Fred said joyously as he leaped off the couched and bounded over.

"Fredd---ieee!" Lina shrieked as Fred swept her off her feat and swung her around before crushing her to his chest.

"I missed you **so** much!" Fred said as he hugged her. "How'd you escape?"

"Ugh….Freddy, I need to breathe!" Lina gasped as she started to turn blue.

"Sorry." Fred said as he put her down.

"Don't stop on my account." Amira said wryly as Lina blushed. It was then that everyone seemed to notice Amira.

"Hey, what's that Hellion doing here?" Althea demanded as everyone dropped into a fighting stance.

"Althea, it's okay." Lina assured her. "Amira's a friend."

"She's a Hellion!" Lance exclaimed.

"Been there, done that." Logan rolled his eyes as he looked at Rahne.

"Is this another sort of Rahne-Catseye 'friendship under fire' thing?" Shane asked.

"Sort of." Lina admitted. "Let's just say it was an odd capture I had and leave it at that. Amira's the one who gave me my teleportation watch back."

"Really." Althea asked warily. "Why?" Amira bit her lip.

"Because something's wrong with Vladimir." She said. "He's not acting like himself and I'm…worried about him."

" 'Not acting like himself.' " Althea repeated. "That's certainly an understatement."

"You have **no** idea." A new voice said from the door. Everyone turned around to see two visitors standing in the door of the Institute.

They were Sharon "Catseye" Smith and Yvonne "Celandine" Bloom Frost.

The daughters of Emma Frost.


	37. Chapter 37

"Now what are **you** doing here?" Jean demanded. "What is this, a new Hellion hangout?"

"We come in peace…" Yvonne said calmly. "We're here simply to talk."

"Talk…about what?" Scott demanded. Yvonne looked to her sister.

"Sharon…why don't you and Rahne catch up on old times while I have a few words with the X-Men?" Catseye was no fool and shook her head.

"What sister say to X-Men—and Misfits—you say to Catseye." She said.

"I need to gain their trust based on my own merit, not your own friendship with one of them." Yvonne reasoned.

"Why should we trust Catseye for that matter?" Bobby asked. "You Hellions just attacked Sky High!"

"Catseye wasn't there." Rahne spoke up. "Trust me, I'd know."

"Yeah, she was paying the Pit a visit." Althea noted. "Liberating Side-Splitter. We found out after the battle ended."

"I guess we should thank her for not wrecking our lab when she freed him." Daria said.

"Well why should we trust her?" Kitty snapped.

"Because she does." Spyder said, pointing at Naomi. She had run towards Catseye and started tugging on her arm for attention. Catseye grinned and picked the little girl up.

"Catseye miss Dolphin-Girl!" She said as she embraced Naomi. Naomi hugged her back.

"Hellion or no, Catseye is **really** good with kids." Althea said. "But we have to talk."

"Agreed." Yvonne said. "Sharon?" Catseye narrowed her eyes as she looked at her sister, but agreed to leave with Rahne.

"So…why are you here Celandine?" Scott asked, crossing his arms across his chest.

"To help."

"Help." He repeated. "Huh. Emma Frost's adoptive daughter, protégée, and Spyke's girlfriend wants to help **us**. Forgive me if I'm skeptical."

"This isn't about **you**." Yvonne shot back. "She wants to help her students."

"Some help she's been so far." Amira muttered as Lina used her silk to help bind the wounds Amira received during the Sky High fight. Amira had told Hank and Logan about the subcutaneous chip and had it removed while the others were arguing. Lina had her powers back and was putting them to good use.

Amira sighed as the surprisingly cool silk was used to bind up a burn she had on her leg. Yvonne glanced at her, but didn't answer.

"The question remains…" Althea said sternly. "What help do you have to offer? And what possible reason did Frost have do this to Vladimir and the Omegas in the first place?"

"To save the world." Yvonne answered.

"That's a pretty good reason." Pietro admitted.

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"Miss Frost going to save Vlad and his friends." Sharon told Rahne proudly as they went into the next room. "Sister has telepathic command from Frost. Yvonne use it to deprogram Vladimir."

"Really? That's great! But, why?"

"One-armed jerk wants to hurt Omegas." Catseye growled and it took Rahne a moment to realize that she meant Pierce. "One-arm going to let nasty Snakes kill them."

"They're selling the Omegas out to Cobra?" Rahne asked in disgust. Catseye nodded.

"Miss Frost wants us to help save them. Miss Frost hates Pierce and hates Cobra."

"But why did she do this to Red Nova in the first place?"

"No choice." Catseye answered uncomfortably. "Miss Frost—and Inner Circle—need a champion, a Herald, so World-Eater not come. She trying to save planet. Red Nova supposed to catch Phoenix. Phoenix be Herald and world is saved. Miss Frost is…hero, yes?"

Rahne just stared. If this was true—Rahne certainly didn't doubt Sharon's word, but she may not have had all the facts—then the Hellfire Club was interested in its own hide, first and foremost. But that came later. The first thing she thought was.

"What's a World-Eater?"


	38. Chapter 38

**A/N: So sorry for the long delays! It's just really hard finding the time and energy to write. You'd be surprised how much poorer you work without a desk! Sigh!**

"You bitch!" Amira shrieked at Yvonne as she leapt to her feet. "You evil, heartless—aaah!" She winced as a spasm of pain shot up her leg from the burn.

"Don't stand!" Lina ordered as she helped Amira back into her seat. "You're leg needs time to heal, remember?"

"At least its only my leg that got burned." Amira muttered. Lina couldn't help but giggle.

Everyone else looked at them as if they suspected that they were missing something. But Amira's fury at Yvonne's explanation over what had been done to Vlad—and why—had not abated.

"How could she? We were her **students**!" Amira demanded in bewilderment. Lina bit her lip and laid her hand on Amira's shoulder.

"It wasn't her idea." Yvonne said again.

"Why didn't she do it you and the real Hellions then?" Amira demanded. Yvonne looked away. "That's right: because she couldn't bear to do it to her **prize** students, especially if it would weaken her position. But Vlad, Phelan, me…" Amira choked off a sob. "We were **expendable**. That's what we were!"

"I'm sorry." Althea told her, feeling a surge of sympathy for her one-time enemy. No one liked being used, especially by one they trusted.

"Well isn't this a cheery day." Lance groaned.

"And I don't expect it'll get any better by the days' end." Scott agreed.

"I better go inform General Hawk of the situation." Xavier said.

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"That doesn't sound good." General Hawk said as he spoke on the phone with Xavier from his office at the Pit.

"No." Xavier agreed. "It doesn't. If we don't act soon, we run the risk of—KRRSKH!" The phone line screeched and then went dead. Even the dial tone was gone.

"That's not good." Hawk said as he hung the phone up. "What's going on?"

"Sir!" Beach Head exclaimed as he flung the door open. "The Pit is under attack!"

"Who—" Hawk started to say as he caught a flash of red energy streaking past the window. "Red Nova." He said answering the question he never got the chance to ask.

"Can GI Joe come out to play?" Vladimir sneered in an inhuman voice as he sent blast after blast of energy into Joe vehicles and equipment. He casually raised one hand at a building and fired. The upper story of the building then ceased to exist, replaced by flaming rubble that rained down from the sky.

Vladimir's red eyes flashed proudly.

"Kid, you don't want to do this!" Roadblock shouted as he and several other Joes appeared, guns trained on Vladimir. He just grinned insanely.

"But I do!" He shouted as he raised his fist. "As your president once said: Bring it on!"

"Take him down!" One Joe shouted. Vlad snorted in bemusement as Roadblock and Shipwreck tried to tackle him. He used his energy to blast them out of his way. Spirit fared little better.

Vladimir nearly burst out laughing as his newly enhanced senses detected the Blind Master approaching him. His senses seemed to be working overtime. The ninja was in the middle of delivering a flying kick to the back of Vladimir's head when Vlad mused to himself.

"You ninjas think you're all that." He drawled as he spun around in anticipation of the Blind Master's 'surprise' attack. "But—" He continued as he deftly caught the ninja's foot in his hands. "You're—" Vlad spun on his heel and flung the Blind Master aside. "**NOT**!" He finished as the Joe's back slammed into the wall. Vlad wondered if the snap he heard was the wall or the Joe's spine.

It didn't matter. He wasn't the reason why he was here anyway.

Vladimir smiled as he went back to work.

"I love what I do." He crooned to himself. "And what I do isn't very nice, is it?" He laughed as he set another building ablaze.

General Hawk had attempted to head outside but was blocked by Beach Head and Duke.

"We can't afford to lose you!" Duke snapped. "Wait here and let us handle it!"

"And what makes you think you can 'handle' me?" Red Nova grinned as he knocked the door in. Beach Head aimed to shoot but Vladimir proved to be the quicker draw. Beach Head found his weapon melted into slag and Beach Head himself was tossed into the wall.

Duke charged at Vladimir, trying to overpower him. Unfortunately in his empowered state, Vladimir was far stronger than normal. "Pathetic." Vladimir sneered as he slugged Duke in the face.

He then turned his attention to General Hawk.

"…Who are you?" Hawk asked, temporarily taken aback at the raw fury in Red Nova's eyes. Vlad grinned. He then quoted one of his favorite movie lines as he prepared another energy blast. He raised his glowing fists at the General and said:

"Hello. My name is Vladimir Sergeyevich Tubarov. You killed my father. Prepare to die."

Then Vladimir shot him.


	39. Chapter 39

"How is he?" Althea asked Bree as the Misfits sat in the waiting room of the Joes infirmary…one of the few buildings in the Pit left standing after Red Nova's insane assault barely an hour prior. The X-Men were waiting with them.

"Shipwreck's injuries were minor." Bree sighed in exhaustion. There were so many injuries…fortunately most of them were minor.

"What about the Blind Master and General Hawk?" Lance asked.

Most.

Bree sighed again, this time in general unhappiness.

"The Blind Master bruised several vertebrae and came within in inch of breaking his spine. Still, he's strong and is expected to make a full recovery."

"And Hawk?" Logan asked.

"Alive…barely." Bree answered, looking down at the floor. "If he survives the next hour or two, he'll probably make it."

" 'Probably.' " Althea repeated numbly. Althea glared at Yvonne—she and Sharon had been brought along to the Pit when news of the attack reached the Institute. "I don't know who I'm madder at: Vlad for what he did here, you for what you did to Vlad in the first place, or me for not taking you **both** down earlier."

"This isn't the time." Amira insisted. "We have to save Vlad and the others before Cobra kills them!"

"Yeah, that's our job." Todd muttered angrily as he looked through the window into the infirmary, where the hospital beds were full of wounded Joes, including Roadblock.

"It isn't his fault." Lina said as conciliatorily as she could. "Remember, I was with the Hellions for a month. Off the battlefield, when their…conditioning wasn't in effect, they were not that different from us."

"I'm no medic but even I've heard of the term 'Stockholm Syndrome.'" Xi told her. "I think your judgment may be impaired."

"Lina knows what she's talking about." Fred said defending her.

"Look, if we want to save the Omegas we have to go…now." Scott put in. "Althea if you want to stay with your father…" But Althea shook her head.

"My dad's got a hard head, he'll be fine. If anything he'd want me to go out and bust some Cobras if he can't."

"Umm, question?" Kurt asked, raising his hand. "How do we know where they'll be?"

"If it's Cobra, there's only one place they'll feel safe enough to set up an ambush." Althea said darkly. "The Terror-Drome."

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"The Terror-Drome?" Phelan asked. "Why would we be ordered to report to Cobra headquarters?"

"Who cares?" Vladimir retorted, not without a touch of bitterness. He had gone to the Pit to look for Amira, Naomi, and Lina. He found nothing. And then…he didn't remember. "If the chief snake wants us to go, we'll go. He just better hope he doesn't annoy me." Vlad growled.

"I'm not in a good mood."

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"Is everything ready?" Cobra Commander demanded. Destro nodded.

"As soon as the Omega Hellions arrive, the Dreadnoks will take them down. They've been smarting ever since the Hellions made them look bad at Dakota City and have been spoiling for the opportunity to take them down. And with our knowledge of the Hellions' strengths and weaknesses…"

"Destroying them will be a piece of cake." Cobra Commander laughed. "And my path to the Inner Circle is assured! When will they arrive?"

"Soon, Cobra Commander. Soon."


	40. Chapter 40

As the Misfits and X-Men prepared to take on Cobra in their den, they ran into a slight problem.

"I'm coming too." Amira insisted.

"No, you're not." Althea argued. "You're _way_ too close to this to act rationally and—truce or not, friend of Lina or no—you're still a Hellion."

"That's right." Amira challenged. "I am a Hellion and so is Vlad. He's not going to trust you without me there to speak up for you maniacs."

"Once Celandine deprograms him his memories of me will come back." Althea stated. "He's known me longer than you anyway." Amira glowered at her.

"Althea," Lina said softly. "I think you're hitting a raw nerve." Althea turned from Lina to Amira and thought for a moment.

"You're afraid." Althea stated. "You're afraid that if you don't go and Vlad gets his memories straightened out, that he'll choose his childhood friend over you." Amira flinched and looked down. Althea felt an instinctive twitch of empathy. After all, hadn't she been…upset, when she had learned of Todd's old crushes on Wanda and Rogue?

"Look Amira," Althea said sympathetically. "Vladimir…Vlady…is an old friend. Practically my brother when I was a kind and maybe once when I was barely out of diapers I may have had a crush on him. But that's **it**. I don't pretend to know much about you or who Vlad is now, but even if he still considers me a friend, that doesn't erase what you two have…whatever that is."

Amira faced Althea and looked at her expression. Seemingly satisfied, Amira nodded. "Good, glad that's settled." Althea said. "Now, would you care to come along as we pull your beau's backside from the fire?"

Amira grinned. "It'd be a pleasure."

0000000000

A portal opened up in Cobra's Terror Dome. "I hate this place." Phelan said as he and the other Omega Hellions stepped out.

"Wonder what the head snake wanted that was so important as to drag us out here." Semira wondered. Further guesses were cut off as Zartan and the Dreadnoks appeared.

"Friends! Welcome, welcome!" He plastered a big, fakey smile on his face. "We never got the chance to repay you for your efforts with us at Dakota City."

"Is that right." Vladimir said neutrally.

"Cobra Commander asked us to escort you to his study." Zanya spoke up. "If you'll follow us…"

"I'd just as soon find my own way." Vladimir said. "No hard feelings."

"No hard feelings." Zanya agreed smoothly as she pulled out a gun. "The bounty on you is good enough. The chance to knock you brats of your perch is the real prize!"

"This is for making us look like idiots!" Zaranna hissed as she and the rest of the Dreadnoks pointed their weapons at them.

"You didn't need our help!" Phelan shot back.

"And to think, I was wondering who to shoot first." Zanya mused as she pointed her weapon at Phelan and fired. Phelan managed to duck.

"Hellions attack!" Vlad ordered.

"Get them!" Zartan shouted as he shot at the Hellions.

"Let's get out of he—hrrrn!" Semira moaned as one shot struck her in the shoulder. Vlad whipped around at the sound but saw that she had only be tranquilized. He felt a momentary feeling of relief that he saw that Semira was alive followed immediately by an icy feeling of dread as he realized that they wanted them alive only because they had something planned for them later. Whatever it was, Vlad didn't want to be around for later.

"Take them down, now!" He ordered. The Hellions tried fighting back, but they had been caught off guard and what's worse, the Dreadnoks had specialized weaponry to counter their powers.

Takashi had been hit by an electric dart that took him down fast; metal conducts electricity after all. Rodriguez was sprayed with water and shorted him out. Jacques tried throwing up a telekinetic barrier but the Dreadnoks had an answer for that too. Zandar fired a special bullet from his gun, a bullet that moved in a spiral trajectory that punched through his barrier and struck him in the arm. Jacques lost his concentration and was hit by a tranquilizer dart.

Phelan cloned himself until he outnumbered the Dreadnoks by two to one all by himself. "Phelan, get the others out of here!" Vladimir ordered as he launched several red blasts of energy at the mercenaries.

"I don't think so." Zartan said as he took aim and fired. His aim struck true and Phelan—one of them—toppled over dead with a gunshot wound in the center of his forehead. It was an ugly, gory sight. The ground grew slick with blood and ichor.

It took all of Vladimir's will power not to throw up. He didn't know if the dead Phelan was an original or just a clone, but it didn't really matter.

Phelan gasped in pain, as if he himself had been shot and fell to his knees, cradling his face. His clones collapsed to the ground. Zanya sneered.

"Pyschic backlash. Ain't it a bitch?"

"You're one to talk." Vladimir said coldly. His team, his friends had all been taken down before his own eyes back a pack of mercenaries who claimed to be **allies**…Vlad saw red…and it wasn't merely a metaphor.

"**Dreadnoks," **Vlad said coldly, his eyes blazing red.** "Die!"**


	41. Chapter 41

"Come on, come on…" Amira urged as the Misfits and X-Men quietly made their way through the Terror-Dome.

"We're going as fast as we can." Althea said as calmly as she could. "This place is huge and your friends could be anywhere…"

"Anyone hear that whistling sound?" Todd asked.

"What whistling…" Lance started right before a battered B.A.T. crashed through the wall. "Nevermind."

"I think we found them." Althea quipped as she stepped through the hole in the wall. "Oh my god…"

"Get him!" Cobra Commander shrieked as an enraged Vladimir tore through squad after sqaud of B.A.T.s.

"**I'm going to stomp you snakes flat**!" Vladimir roared. "**You're** **dead! Got that? DEAD!**" He fried another B.A.T. into a pool of sludge.

"If he doesn't stop soon he's going to bring the whole building down!" Scott exclaimed.

"Um guys? Some bad news." Althea winced. "This is the nerve center for the entire Terror-Dome…for all of Cobra, including their satellites and rockets! As much fun as trashing it would be…"

"…We don't want to accidentally start World War Three either." Scott finished. "X-Men, take him down fast!"

"WAIT!" Amira shouted as she stood in front of him. "You can't just go in there and attack him!"

"I'll go in first." Althea said. "Yvonne," she turned to her. "You just be ready to do…whatever it is you're doing when you're ready."

"He has to be calm." Yvonne reminded her. "His mind is too scrambled when he's mad."

"I'll try to talk some sense into him." Althea said.

"Yeah, sure. That'll work." Pietro snorted as Vlad hurled energy blasts around with near-reckless abandon.

"Althea…maybe Amira or I should go—" Lina suggested. Althea shook her head.

"No. I have to do this."

"But, Al—" Todd started to say but Althea just headed straight for him. She wasn't a moment too soon. A hapless Cobra trooper who lost his weapon was in Red Nova's sights. The soldier hugged the wall behind him and pleaded for his life. Vlad really wasn't in a listening mood.

"Do svidanya." Vlad grinned. The Cobra cringed.

"Vladimir, **stop**!" Althea shouted. "You don't want to do this!" Vladimir turned around to glare at her.

"Just what I need." He sneered. "More nuisances to take care of." The Cobra Viper fled. Vlad looked annoyed. "I'll just get him later."

"Vladimir—Vlady—don't you remember me…at all?" Althea asked. Vlad winced at her and slowly shook his head.

"What are you trying to pull?" He wondered at her. "I'm still going to beat the crap out of you."

"I wouldn't be so sure of that." Althea said as she dropped into a fighting stance.

"You don't have the power to defeat me." Vlad sneered as his hands started glowing red.

"Maybe not," Althea admitted. "But I can kick your ass." Without the slightest warning, she launched herself at him, her foot aimed directly for his head.

Vlad ducked. His enraged state quickened his reflexes and senses beyond what was humanly normal.

"Is this what she calls calming him down?" Amira gaped as she watched Vlad and Althea start to fight.

"Althea knows what she's doing…" Lina assured her. "…I hope."


	42. Chapter 42

Fire licked Althea's cheek. There were half a dozen fires in the control room, mostly from destroyed B.A.T.s.

The cause of the fires was staring Althea down. Only Althea wasn't about to let herself be intimidated.

"Shall we dance?" She asked Vlad sweetly as she dropped down and used her leg to sweep Vlad's own legs out from under him.

Vladimir grunted as he hit the floor. "I'll dance on your grave!" He snapped as he climbed back up and swung at her.

Althea ducked just in time for Vladimir's fist to sail over her head. Vladimir was pretty fast…for a civilan. But she was trained by ninjas since she could walk. And there were few things that could match that sort of experience.

"Come on Vlady, I know you're better than this," she tauned as she nimbly leapt aside to avoid an energy blast. "You once kicked Sergeant Slaughter in the shins, you **should** be able to make me break a sweat!"

"Do you **ever** stop talking?" Vlad growled as he fired another blast of energy at her. Althea ducked. Vlad kept firing away as Althea darted to and fro.

"_I can't beat him from a distance_." Althea thought to herself. "_And his power is pretty useless up close, so it's time to make this personal._" Head lowered, Althea charged at him. Because it was so unexpected it worked better than it otherwise should have. Vladimir was stunned long enough for Althea to tackle him.

The two started rolling on the floor. When they came to a stop, Vladimir was on top. Vlad reached out and tried to throttle her, but Althea smashed her head against his jaw.

"Owww…" Althea winced. "Bad idea. Jeez Vlady I always knew you had a hard head but **man**…"

"Bite me." Vladimir growled as he nursed his jaw. "Better yet…bite the **dust**!" His fist struck her right above her right eye. Althea responded by slugging Vlad's left eye with her fist, staggering him. Althea grabbed his shoulders and wrestled him to the ground, so Althea was now on top. Vladimir responded by bringing his knee up into her stomach.

"You…don't fight…fair." Althea wheezed as she grasped her stomach. Vladimir just raised an eyebrow as he tossed her off. He stood over her.

"This from a ninja?" He asked. "Since when do ninjas fight fair?"

"Good point." Althea allowed as she got to her feet and promptly kicked Vlad in the groin.

"You cheated…" Vlad said weakly.

"…_Ninja_." Althea reminded him in a sing-song voice as if that explained everything. Vlad shuddered for a moment before drawing himself back upright.

"Is that the best you can do?" He snorted, not seemingly put off in the least. Althea goggled.

"Oh come on!" She protested as she started slugging him in the face and chest. "Why…won't…you…fall…**down**?" Althea panted as she punched him in the face.

"Because I wont give you the satisfaction." He answered; his 'enhancements' seemingly protected him from feeling any pain. "I don't like to lose."

"Neither do I….Sorry Vlady." Althea shut her eyes and focused herself, just like Stormshadow and Blind Master taught her. Acting purely on training, Althea leapt into the air, she passed over Vladimir's head and lashed out with her foot with all her strength.

Enhancements or no, few people could take a foot to the face and not feel it. Vladimir was no exception.

"AAAH! You **bitch**!" Vlad snarled as he clasped his hands over his face. "I'm going to **kill** you!"

"Get in line." Althea retorted. "It starts behind Zanya and goes around the Terror-Dome…twice."

"**GRAAH**!" He bellowed as he tried to blast Althea with his powers. "Hold still, blast you!"

"No—because that's what you're **trying** to do to!" Althea noted as another blast sizzled past. It struck a computer console and exploded.

"**Damn** **it**!" Vlad cursed as he missed again.

"You always were a sore loser Vlady." Althea shook her head. "This is just like back when we were kids and played Candyland."

"You cheated and you **know** it!" Vlad snapped back without thinking. "Wait, what? How do I…?"

"You **do** remember, don't you?" Althea asked with a glimmer of hope. "Do you remember the time you called Beach Head a 'sock-headed imperialist' and poured a gallon of B.A.s pudding down his pants?"

"I…I don't know what you're—" Vladimir protested.

"I used to call you Vlady, remember?" Althea prodded. "We were **friends, **Vlad; we can **still** be friends if you listen to me! This isn't you! **Please**, you have to trust me!"

"A-Althea…I—urgh!" Vlad moaned as he grasped his head. "It hurts!"

"I know it does." Althea said as she took a risk and walked over to put a comforting hand on his shoulder. "We can help you…if you want us."

"Can't…trust…a Joe…" Vladimir ground out in between pants.

"Then trust **me**." Althea urged. "Trust the person you grew up with. Trust the girl who was your best friend when we were kids and is still you're friend now. **_Please_**."

Vlad weakly nodded once.

"_Now_ _Yvonne!_" Althea shouted mentally, hoping the telepath was listening.

She was.

Vladimir crashed to the ground, howling with pain. He writhed for a moment, still clutching his head before he fell still.

"Vladimir!" Althea cried out as she ran to him. She grabbed his shoulder and shook it. "Vlady?"

"Oooohh, my head…" Vladimir groaned as he sat up. He looked at Althea standing over him and blinked.

"Al…Althea?" He asked groggily. "Is that you mer-girl?" Althea grinned at being called by Vlad's personal nickname for her.

"Yes! You do remember me!" She said as she pulled him to his feet.

"As if I could forget you…" Vladimir said as he hugged her back, a smirk crossing his face. "…Puddles."

"Arrgh, you **_jerk_**!" Althea growled as she hit him. Vladimir laughed and threw up his arms to protect him.

"No need to blow your top Puddles…" Vladimir started to say.

"**_Jerk! Jerk! Jerk!_**" Althea shouted as she starting him smacking around his head and shoulders.

"Um, is the fighting over?" Todd blinked as the Misfits and X-Men stepped into the wrecked control room.

"Sort of." Scott said as Althea continued to try to pummel Vladimir. Amira just shoved him aside and went after Vlad.

"**Vlad**!" Amira shouted as she tackled him. "You're back to normal!"

"After a fashion." Althea muttered as Amira started crushing Vlad in her arms.

"Urk! Amira I still need my ribs." Vladimir wheezed as his face started turning blue.

"Don't stop on my account." Althea smirked as she threw Amira's earlier words back at her.

"Who's stopping?" Amira asked rhetorically as she hugged him even tighter.

"As much as I hate to break up this tender moment," Scott said. "We should just find the other Omega Hellions and go."

"It might not be that simple." Daria gulped as she and her sisters poured over the control room computers.

"We got a problem." Quinn swallowed as she stood over the control panel Vlad had blasted during his fight with Althea. "Cobra's missle launch programs have been initiated."

"…and we can't stop them!" Brittany finished.


	43. Chapter 43

**A/N: Sorry for the long absence! My computer had to be taken in for repairs and I only just got it—and my files—back to begin writing again! I'll try to make up for lost time. In the mean time, the thrilling climax!**

&&&

Trinity's pronouncement killed any sense of joy or relief that had been evoked by the end of the fight and the freeing of Vlad's mind.

"Where are they headed?" Althea asked.

"It might be easier to say where they're **not** headed." Quinn gulped as she looked over the displays. "Cobra's satellites have launched missiles at cities all across the United States and over two dozen world capitals!"

"This could start a war!" Althea realized.

"Another thing that's my fault…" Vladimir groaned.

"How do we stop them?" Scott asked. "There's too many of them for us to go shoot them down in the X-Jet!"

"Even the Joes couldn't reach them all in time." Wanda agreed. "Some of the cities are on the other side of the world!"

"Please tell me that these are ordinary missiles that just go 'boom' and don't do anything else." Lance groaned. Trinity shook their head.

"No such luck. Some of these are equipped with nuclear and in some cases, chemical warheads."

"The death toll…" Lina said as she covered her mouth in horror. Vlad looked down, unable to meet anyone's eyes.

"There has to be some way to stop those missiles." Althea said.

"There is." Vlad said softly. Everyone turned to look at him. "I know the codes to stop the missiles. But we need to get to the auxiliary control room…"

"Why do I get the sneaking suspicion that it isn't next door?" Rogue wondered out loud.

"…on the other side of the Terror Dome." Vladimir finished.

"Called it!" Rogue groaned.

"We don't have much time." Scott reminded them. "Let's get going!"

"Follow me." Vlad headed towards the door.

"Are you sure you're up to it?" Althea asked as she and the others followed him out.

"I was about to ask you the same question." Vlad replied, a smirk tugging at the corner of his mouth. "Puddles." Althea glowered at him.

"The second those missiles are deactivated." She grumbled. "You're a dead man Vlady."

"I would imagine so." Vlad agreed as he hurried his pace. "The first thing we have to do is—DUCK!" He yelped as laser fire lanced over their heads.

"B.A.T.s." Wanda groaned. "I hate B.A.T.s!"

"They aren't alone." Todd gulped as they were reinforced by the battered looking Dreadnoks.

"Kill them!" Zanya screamed as the Dreadnoks opened fire.

"Let me guess." Althea said as they took cover. "Old friends of yours?"

"Don't remind me." Vlad groaned. Althea regarded him for a moment.

"How are you feeling?" Althea asked quietly.

"I've been used and manipulated by a bunch of rich fops." Vlad muttered. "I swore to be a champion, a tribune of the poor, the oppressed, and the wretched of the earth…and ended up being just a puppet of the rich, the powerful, and megalomaniacal. How would **you** feel?"

Althea said nothing she just squeezed his shoulder. "You'll be okay."

"Wish I had your confidence." Vladimir replied as a stray shot narrowly missed them. "We don't have time for this." He growled as he clenched his fist and prepared an energy blast. Before he could fire, Vlad suddenly felt himself going cold in the face. His vision blurred and black splotches appeared in front of his eyes. Even his hearing suffered for everything started sounding faint and faraway, with occasionally crackling as if there was static interference.

Worse of all was the burning feeling he felt in his hands. Looking down he saw great brown and black burns on the palms of his hands, as if his own energy was burning him from the inside out.

"Vlad? What's wrong?" Amira asked as she saw his face go pale. Vlad shook his head and fired his energy blasts downwards at the floor. He blew a hole straight through to the floor below them.

"This way!" Vlad gasped as he leapt down.

"Vlad!" Amira shouted as he jumped after him.

"I'll go with them, the rest of you hold them off!" Althea ordered.

"But Al—" Todd started to protest.

"Just do it!" Althea shouted as she dropped through the hole in the floor. Amira and Vlad were already back on their feet and looking around. "Do you know where we're going?"

"It's this way." Vlad croaked out. He cleared his throat. "Let's go." He said in a more normal tone of voice.

"Vlad…" Amira started.

"Go scout on ahead." Vlad told her. "I'm fine." Amira bit her lip but turned to do what he asked.

"If you say so Vlad." She said softly. Althea waited for her to leave before she turned to Vlad.

"She really cares about you, you know?" Althea asked him. "If it weren't for her, we wouldn't have known to come and save you."

"I know." Vlad said hollowly shaking his head and then chuckling. "Sure you're not jealous, Al?" Vlad grinned. "You do look a little green around the gills." Althea just stared at him.

"How long did it take you to think that up?" She drawled.

"I actually thought of that years ago. I just needed the opportunity." He admitted sheepishly. Althea rolled her eyes.

"I might have guessed."

Vladimir licked his lips. "Look, Althea I just wanted to say—to say…Al, I'm **so** sorry!"

"I know." Althea said sadly.

"I didn't mean for all this to happen!" Vlad blurted. "I just—"

"Vlady," Althea used her childhood nickname for Vlad. "It's okay. I forgive you." Vlad sniffed and wiped his eyes.

"_Bozhemoi_, I've made such a huge mess of everything." He moaned. "I've been an idiot."

"Wait until you've lived with my father for a while. Then you'll see some **real** idiocy." Althea grinned. "Until then I'll just rib you about this for the rest of your life."

"Heh. And to think I actually missed you mer-girl." Vlad said with a shake of his head. "I can't believe how much you changed."

"Yeah, I missed you too. It just wasn't the same after you left. I could've used your help after my sisters were born."

"Your sisters…" Vlad repeated numbly. "Oh god, I'm so sorry about what I did to them at Sky High!"

"Vlad, relax. You can apologize to them after we stop the missles." Althea told him.

"And then what? Prison?" He shook his head. "If I'm lucky all they'll do is deport me…"

"It won't come to that." Althea swore as she grabbed his hand. "I promise." Vlad looked down at her and smiled slowly.

"Thanks Al."

"Ah-hem." They looked over to see Amira tapping her foot impatiently. "The way to the control room is clear unless you two have…other plans?" She inquired,

"Amira—" Vlad started. Amira just turned her back.

"Let's just stop those missiles." She muttered as she strode ahead, Althea and Vlad trying to keep up.

"This just isn't my day." Vlad complained. Althea nodded in sympathy before catching up with Amira.

"It isn't what you think." She said to Amira quietly. "We're just old friends." Amira regarded her skeptically but didn't respond.

"We're here." Amira pronounced as they stood outside a sealed room.

"And us without the key." Althea said.

"Then we'll just get in the old fashioned wa—**aaaggh**!" Vlad screamed as he started to prepare an energy blast. It burned! Smoke rose from his palms as his flesh burned, giving off a stench so horrible that Althea and Amira struggled not to gag. Clenching his eyes shut, Vladimir blasted the doors open before collapsing to his knees.

"**Vlad**!" Amira shouted as she ran over to him. "What's wrong?"

"…my hands…" Vlad groaned as he clenched them to his sides. Amira rushed over and grabbed his hand. She pried it open and gasped at the horrific burns on his palms.

"W-we've got to get you to a hospital—" Amira stammered.

"No! Stop the missiles…" Vlad groaned as he lurched to his feet. Althea raced over to the controls.

"How do I deactivate the missiles?"

"Get me…to the controls." Vlad groaned. Amira had to half-carry, half-drag him to the controls. Weakly, Vlad punched in a set of codes. "This ought to deactivate them."

"Access: Denied." The computer blatted at him.

"Or not…" He growled. "Stinking snakes changed the codes on me!"

"So now what?" Amira wondered.

"One…last idea." Vlad said as he pounded in a new code. "I doubt they bothered to change **this** code…yes!"

"What did you do?" Althea asked.

"I reprogrammed the missiles to home in on mutant energy…the energy signature that's emitted when a mutant uses their powers. It's what Cerebro homes in on." Vlad explained.

"Oh well that's just—**you** **_what_**?" Althea exclaimed. "Are you nuts? Why the hell would you do that?" Vlad grinned.

"Because now the missiles will home in on the Terror Dome. No innocents will be hurt."

"But why would they—" Amira started. Vlad's hands started to glow.

"Because…I'm going to give them the mother of all energy signatures." He panted as he powered up.

"Don't think about it!" Althea ordered.

"Vlad! Please stop!" Amira begged. His hands were burning, his vision was swimming, and his stomach was churning. He felt horrible. Vlad was dying and he knew it.

"Nothing I can do about that now…" He ground out. "Look at me…I can't live with my own powers anymore…too much strain from the last couple of days…I'm being _roasted_ from the inside out."

"Vlad…no." Amira begged, shaking her head in rejection.

"W-we can get you help." Althea started to say. "Lifeline—" Vlad wasn't listening.

With a cry of pain, Vlad fired upwards through the ceiling. The blast kept going upwards until it burned its way through the entire Terror Dome. The energy released was like a signal to the Cobra missiles. They changed their course to head for its source.

"Missile trajectory altered." The computer intoned. "New target selected. Missile impact in two minutes."

"Just have to hold on for two more minutes…" Vlad said as he continued to fire upwards, his hands burning under the strain.

"**Vlad**!" Amira screamed.

"Look out!" Althea shouted as chunks of the roof started to fall. "Vlad! That's enough! You don't have to do this!"

"Please!" Amira sobbed. "You'll **kill** yourself!"

"Believe me…" Vlad said lowly, trying to fight the pain. "You're the only ones who care."

"_Althea_!" Jean's voice echoed in their minds. "_Get out of there **now**!_" Vlad dropped to one knee as his body started weakening under the strain of the energy he was releasing.

"Sorry we couldn't catch up Al." Vlad croaked, then softened as he turned to Amira. "Amira, I—"

"_We're activating the Mass Device._" Jean told Althea. Althea paled and grabbed Amira before reaching for Vlad.

"_Jean, wait!_" Althea tried to shout telepathically. But it was too late. Vlad just looked at the two most important people in his life and gave a weak smile.

"_Do svidanya tovarishchii_." He breathed.

"**Vlady**!" "**No**!" The girls shouted as they were teleported away.

Vlad looked up at what was left of the ceiling. It wouldn't be long now…A small sparkle in the sky announced the arrival of the missiles. There was a loud noise and then—

Althea and Amira saw the explosion from the Pit. It was the last time Althea or Amira would see Vladimir alive again.

&&&


	44. Chapter 44

**A/N: Second to last chapter!**

Althea barely remembered what happened afterwards when she arrived at the Pit. Joes came up and congratulated her for a successful mission. The Terror Dome was destroyed, Cobra was severely weakened, and—best of all—General Hawk came out of the coma Vlad's attack had put him in, alive and well. It was a victory.

Or so she was told. It was about at this point that she started crying and everyone assumed it was out of sheer relief.

They were wrong.

The only person as inconsolable as Althea was Amira, who was placed under arrest the second they returned to the Pit and put in the stockades. She didn't offer any resistance. She couldn't.

That was about a week ago.

"Hey Al, you feeling any better?" Todd asked. Althea was sitting on her bed, her knees tucked under her chin.

"After a fashion." She answered.

"Wanna talk about it?" Todd suggested. "I mean I know that seeing someone die like that must be rough…"

"It's more than that." Althea groaned. "Vlad was the first friend I ever made! And now I'm…I'm probably responsible for his death."

"No way!" Todd protested. "Not in a million years, yo! I'm sorry about what happened to the guy, but Vlad made his own choices! It ain't your fault!"

"That's easy for you to say!" Althea challenged. "You only knew Vlad—the real Vlad—for a few minutes! **I** knew Vlad since I was **three**! When we were kids he…" Althea sniffed. "…he made me a seashell necklace because he said I was like the Little Mermiad…He promised that he would show me Moscow and I promised him that I'd take him to New York…Now I never will."

"Aww, Al…" Todd hugged Althea as she sobbed. Althea didn't cry often, but this was a deep hurt. "I may not have known Vlad but I don't think he'd want you beating himself up over him. Not when there's still stuff to do for the living." Althea looked at him in amazement. He had seen something she'd completely missed.

"You're right Toddles. Vlady might be gone, but I think he'd want me to show someone he cared about very much the same respect I'd show Vlad himself." Althea said with determination. "I'm going to meet Amira."

&&&&&&

Despite Lina's stringent protests, Amira had been locked in the stockades while General Hawk recovered and decided what to do with the last of the Omega Hellions. Lina visited her everyday so when Althea decided to visit her, Lina came too. Cover Girl insisted on watching the two of them, so she tagged along.

"Thanks for coming with me." Althea said to Lina as they walked into the stockades.

"I thought it best that Amira have someone she knew to come with you." Lina answered as they approached her cell. "How long is she going to be kept in here?"

"Hopefully, not much longer at all." Altha said hopefully. "Amira?" She called as they stood outside her cell. "You awake?"

Amira sat on her cot, her legs hugged close to her chest. She didn't even look up at their approach. Her hair seemed matted and longer than when Althea last saw her. More disheveled. As if she stopped caring about her appearance. As if she stopped caring whether she lived or died.

Althea winced and wished she hadn't thought of it like that.

"Amira?" Lina asked. "Althea wants to talk to you."

"I heard her." Amira muttered as she raised her head. "What do you want to do to me now?"

"I don't understand." Althea said in confusion. Amira looked at her stonily.

"You took away my freedom, my purpose, my—Vlad…I just want to know what else you're planning to take away from me." Althea turned to Lina and Cover Girl.

"Can I have a moment alone with her?" She asked. Lina looked to Cover Girl, who nodded.

"Let's take a walk." Cover Girl suggested as she led Lina away.

"I'll be back in a few minutes." Lina promised Amira. Amira nodded vaguely as she was left alone with Althea.

"So…let's talk." Althea said to Amira.

"About?" She asked skeptically.

"You asked me what I was going to take away from you." Althea said. "I actually want to offer you something. A way out." She took a deep breath. "Amira, I want you to join the Misfits."

Amira just looked at her. "You're _joking_." Althea shook her head.

"No. I'm not."

"Why are you doing this?" Amira demanded.

"Because Vlad cared about you." Althea told her. "I owe you the same respect I'd show Vlad if he were still…" She trailed off. "I would have offered him a position here too. Since he isn't, I'd like to offer you a spot on the team."

"Vlad's dead. You don't owe me anything because of him." Amira said, her voice creaky. "He liked you better anyway." Althea shook her head.

"No, he didn't. He loved you. I know he did. So do you. You're just telling yourself that he loved me so it doesn't hurt so much that he's dead." Amira turned her head away. Althea just regarded her. "Or will you tell me I'm wrong?" Amira shook her head.

"No…" She croaked as tears silently ran down her face. Althea opened the cell door with they key and stepped in.

"Amira, I am **so** sorry that this had to happen to Vlad—and to you. I wish I could've done more. I **can** do more, if you want me to." Althea paused. "I think you can avoid being deportation—or prison—if you sign up with the Misfits. What do you say?"

Amira looked at Althea and then stared at the cell around her. She paused then nodded once as she came to a decision.

"Prison."

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	45. Chapter 45

Lina winced as she and Cover Girl walked back into the stockade and heard the sounds of arguing. It cut out as Althea walked out. Lina exchanged a look with Althea. Althea just shook her head. Lina bit her lip and walked into Amira's cell.

"I guess you heard." Amira muttered as she stared at the wall.

"I heard." Lina said sadly. "Are you sure you won't reconsider?" Amira exhaled and shook her head.

"No." Amira shook her head. "I will not serve here."

"But this isn't about service." Lina told her. "It's about pulling together to help each other. Including you."

"Everyone around me **dies**…" Amira's eyes flashed. "Vlad, the Omegas, my family—everyone…except the people who deserve it most."

"It doesn't **have** to be that way." Lina urged. "You don't have to be alone again."

"**We** could be your family…" Cover Girl started to stay when Amira whirled on her, her eyes steely with rage.

"My family is **DEAD**. You can **never** replace them." Amira hissed furiously, enraged at the very implication.

"I never meant that we would—or even could—replace them," Cover Girl explained, mentally wincing as she belatedly realized that Amira came from a culture where family values were much more intense than they were here. "But—" Amira cut Cover Girl off.

"If you're precious charges lost or renounced their families, fine. That's their business." Amira raised her head defiantly. "But **I** would never stoop so low as to pathetically cling to you and pretend that you're a family. Because you are not—and could **never** **be**—my family."

"Now wait just a—" Cover Girl started to interject.

And even if they could be replaced," Amira raised her voice to cut off Cover Girl's attempted reply. "It would never be by the people who made and sold the weapons that killed them." Amira finished coldly, glaring daggers at her. Silence crashed down.

"That's unfair." Althea protested growing agitated at the perceived attack on the people she grew up with. Amira shifted gears slightly.

"You grew up here, so I guess I shouldn't be surprised that you don't see it." Amira sighed. "This isn't just some place you live and get to blow stuff up—"

"It isn't?" Cover Girl asked wryly.

"This is an _American_ _military_ base." Amira stressed. "I don't know what that means to you, but I know what it means to me. And I promise you those two views have **nothing** in common. Being a Misfit would mean, in essence, becoming part of that military. I wont do it. I cannot, _will_ not, be a part of that. Not after what happened to my people…my parents…to Vlad's father…**never**." She swore.

"None of that has anything to do with GI Joe!" Althea protested hotly. Amira looked at her pityingly.

"GI Joe—eccentricities aside—is a military unit. What happens when they're ordered to take part in a mutant round up? Or get shipped off to the Middle East?" Amira asked. Althea and Lina traded a look and were honest enough to admit that they couldn't really know. "I thought as much." Amira sighed. "**That's** why I can't be a Misfit." For a moment she looked regretful. "I'm sorry Lina. Althea. I would've liked to stay with you, but I can't. I just can't."

Is it worth being alove just so you can be bitter?" Lina asked.

"Being bitter reminds me I'm alive. And even if I wanted to, I couldn't let Naomi be raised here. Not now, not ever." Amira replied. Althea and Lina looked like they wanted to argue further but Cover Girl but a hand on their shoulders and gently led them out.

"Come on girls, I don't think you're going to change her mind." She told them. "But there's still one last option to consider."

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**One** **Day** **Later**

Amira sat ramrod straight in between two armed Green Shirts in the back seat of a military jeep as it pulled up to its destination. She hardly noticed. Once again, she found her old life falling apart all around her. She was bustled out of the Pit early one morning with what few possessions they had allowed her to recover from the late Hellions' base: some clothes, books, and few other possessions. Amira cried for an hour as she went through Vlad's things and packed them up. Althea and Lina helped. Most of Vlad's stuff was being kept in storage at the Pit, under Althea's care. It seemed only right.

But Amira resigned herself to prison or at some point, deportation which was probably where she was being taken now. Naomi sat on her lap, too young to really understand everything that was going on. All she knew was that she was going for a ride.

The doors opened and the guard to her left got out. "Please exit the vehicle." He intoned. Amira let Naomi get out first, she probably needed to stretch her legs. Then Amira stepped out. She blinked as she saw where it was she was taken to: a large, estate like mansion that looked oddly familiar.

Amira blinked as she saw the Misfits and X-Men standing out in front. "Miss al-Batani? Allow me to welcome you to the Xavier Institution." Professor Xavier said as extended his hand to her. She just stared at it as if she'd never seen the like of it before. "We hope you'll be happy here."

Amira looked over at Althea and Lina, who were smiling her. She gave a weak smile back, the first one she'd had since Vlad died. She took the Professor's hand and shook it.

"I might be." She said softly. "I just might be."

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**THE** **END**

**A/N: Wow, I can't believe how long this took! I want to thank all my reviewers and especially Red Witch and RogueFanKC for all their support and help. You guys rock! **

**The X-Men are © to Marvel, GI Joe is © to whoever, the Misfits are © to Red Witch.**


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